Terms of Service​

Last Updated April 2019

These Terms and Conditions (“Terms”) are between Delvify APAC Ltd. or its subsidiaries, affiliates and agents (“Delvify”, “us”, “we”, or “our”) and (“Client”) and apply to the provision of and the use of services and tools on our website and other online services (collectively the “Services”) owned and operated by Delvify.  By using the Delvify website (“Website”) and/or Services, you confirm that you agree to become bound by these Terms and that you agree to comply with them. If you do not agree to all the Terms, you may not access the Site or use the Services.

Modifications of Terms

Amendments to these Terms can be made and effected by us from time to time without specific notice to your end. The Terms posted on the Site reflect the latest agreement and you should carefully review the same before you use our Services. Any such changes are binding on you.

Use of the Services

Our Services provide programmatic advertising services, product recommendation and product search tools that use data from our client’s website. You may use our Website and Services for lawful purposes only, but in no event shall you use such:

If you are not able to form legally binding contracts, are under the age of legal consent in the territory from where you access the services, or are temporarily or indefinitely suspended from using our Website, Services, or any tools provided by us;

  • To collect information about users’ personal information;
  • To post false, inaccurate, misleading, defamatory, or libellous content;
  • In any way that violates these Terms or any applicable law or regulation or has any unlawful or fraudulent purpose or effect;
  • To engage in any way in unlawful, unsolicited or unauthorized advertising or promotional material or similar solicitation;
  • To introduce malicious programs into Delvify’s network or server (e.g., viruses, worms, Trojan horses, e-mail bombs, etc.) or attack our Site via a denial-of-service attack or a distributed denial-of service attack.
 

In addition, you agree:

  • Not to attempt to gain unauthorized access to our Services, the server on which our Services are stored, or any server, computer or database connected to our Services;
  • To protect the confidentiality of your account and password and immediately notify us of any unauthorized use of them or any other breach of security;
  • To comply with all applicable laws, statutes and regulations concerning your use of our services;
  • Not to reproduce, duplicate, copy or re-sell our Site or Services or any portion thereof in contravention of the provisions of these Terms;
  • Not to access without authority, interfere with, damage or disrupt any part of our Site or Services, including any equipment or network used to store or provide such;
  • Not to access without authority, interfere with, damage or disrupt (including attempting to probe, scan or test the vulnerability and monitoring data or traffic), or to breach the security or authentication measures of Delvify’s Website or Services including, without limitation, any equipment or network storing such, any software used to provide such, or any equipment or network or software owned or used by any third party.
 

Your account and password

When you register an account for our Services, you may be asked to provide information about yourself and/or the business you represent. Such information should be true and accurate, and you should ensure it is kept up-to-date.

If you choose to use our Services and register as a user, you may be provided with a user identification code and password. You may also be required to provide further information as part of our security procedures. You must treat any such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.

If you know or suspect that anyone other than you know or has access to your user identification code or password, you must promptly notify us at privacy@delvify.io.

Insertion Order

Delvify will perform the Services and provide the deliverables (“Deliverables”) described on any Insertion Order (“Insertion Order” or “IO”) and/or order form(s) (“Order Form”) that the parties may enter into from time to time by mutual written agreement.

Fees

Client will receive monthly invoices from Delvify.  Delvify does not guarantee that any budget set up in the Insertion Order will be reached. Unless specified otherwise in the Insertion Order, the Client shall pay all amounts due, without set-off, within 30 days from the invoice date. All payments are quoted exclusive of any applicable tax which shall be payable at the time and in the manner required by law. Delvify shall be entitled to charge interest and recovery costs on overdue amounts at its own discretion or as otherwise indicated in any Insertion order.  Any claim against the invoice may be raised only within two weeks of delivery of such invoice. Unless stated otherwise in the Insertion Order, all invoices shall be payable solely by the Client.

Term and Termination

These Terms will remain in full force and effect while you use our Services. You may terminate your Services with us at any time with 90 days written notice. You may discontinue use of our Services prior to expiration of the 90 days by removing our code from your website and paying a fee equivalent to the sum of the remaining days until such notice period expires multiplied by the daily average of charges to you for the immediately prior three months or since inception of the services, whichever is shorter. We may terminate our Services to you for any reason at any time. Even after your Services is terminated, certain sections of these Terms will remain in effect. We reserve the right at our sole discretion to determine whether there has been a breach of these Terms through your use of our Services. When a breach of these Terms has occurred, we may take such action as we deem appropriate.

Disclaimer of Warranties and Limitation of Liability

THE SERVICES AND WEBSITE ARE PROVIDED BY DELVIFY ON AN “AS IS, AS AVAILABLE” BASIS, DELVIFY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SERCURITY OR FITNESS FOR A PARTICULAR PURPOSE. DELVIFY MAKES NO GUARANTEES THAT YOUR USE OF THE SITE OR SERVICES WILL INCREASE YOUR SALES OR PRODUCTS OR SERVICES. WE MAY CHANGE, RESTRICT ACCESS TO, SUSPEND OR DISCONTINUE OUR SERVICES OR SITE OR ANY PART OF IT AT ANY TIME. DELVIFY SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OF THE SITE OR SERVICES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DELVIFY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES; THEREFORE, THE ABOVE-REFERENCED EXCLUSIONS MAY BE INAPPLICABLE TO SOME USERS.

DELVIFY DOES NOT WARRANT THAT ITS SITE OR SERVICES WILL BE UNINTERUPTED OR OPERATE ERROR FREE OR THAT ITS SERVICE, SITE AND SERVER ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL GOODS AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTTIONS OR ERRORS. IF THE USER`S USE OF THE SITE OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, DELVIFY IS NOT RESPONSIBLE FOR THOSE COSTS. WHEN YOU USE OUR SERVICES OR SITE, YOU UNDERSTAND AND AGREE THAT SUCH USE IS AT YOUR OWN RISK.

DELVIFY SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR DELVIFY SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES OR THE INFORMATION CONTAINED IN THE SITE OR THE SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF DELVIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY BE INAPPLICABLE.

Mutual Indemnification

Unless otherwise provided for in these Terms, the parties agree to indemnify and hold each other (and its partners, affiliates, directors, officers and employees) harmless, from and against any claim or demand (including reasonable legal fees) arising from any violation by the other party of these Terms. We reserve the right, but not the obligation, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you at our expense.

Intellectual Property Rights

You hereby acknowledge that Delvify is the owner or licensee of all rights, titles and interests, including but not limited to rights covered by the intellectual property rights (including but not limited to text, graphics, logos, icons, photographs and images, audio clips, digital files, data compilations, tools and software), in and to our Site and Services. All rights not expressly granted under these terms are reserved by Delvify.

You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the program or proprietary information related thereto.

You may not use any data mining, robots, web-crawlers or similar data gathering or extraction tools with respect to the Site or Services. You may not modify, reproduce, copy, republish, re-post, transmit, hyperlink, merge, publicly display or distribute any part of the Site or Services for any public or commercial purpose.

Confidentiality

You agree not to disclose information you obtain from us. All information submitted to by an end-user customer is proprietary information of Delvify and its licensees. Such customer information is confidential and may not be disclosed. Publishers agree not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner.

Refund Policy

Delvify subscriptions, advertising, and retargeting are non-refundable and Delvify is not obligated to provide you a refund at any time. We may, at our discretion, provide credits toward future subscription, advertising, or retargeting charges on a case-by-case basis.

Data Rights and Retailer Privacy

In consideration for use of our platform, you agree that we may collect data related to any customer or user of your website (the “End User”) using our Services including an End User’s sharing of Publisher Content (referred to as the “Data”). Our data collection, use and disclosure practices are described more fully in our Privacy Policy and include the use of log information and cookies that record anonymous (i.e., non-personal) information about End Users. In addition, we may aggregate your Non-Personally Identifiable Information with the Non-Personally Identifiable Information of others and share that aggregated information with third parties without restriction. When an End User downloads a page that contains our JavaScript code, we may deploy a cookie on our own behalf or on behalf of one of our data partners, to record information about how an End User uses the web, such as the web search that landed the End User on a particular page or categories/products that the End User is in-market for. We may use the Data to target advertising toward the End User or authorize others to do the same. If you allow us to place our cookies, you grant us a non-exclusive, irrevocable, worldwide and perpetual right and license to collect, use and disclose the Data as provided in our Privacy Policy and to allow our third-party data partners to do the same. We will retain custody and ownership of all data and information collected or obtained by us from users through our network of widgets and we provide any data to you as a service. You own all data that you collect directly from the users of our services. You may not share, disclose, license or otherwise provide Analytics Data to any third-party advertising networks without our prior written consent.

Third party sites and linked content

Our Sites and Services may include links to other websites on the Internet that are owned and operated by third parties. You acknowledge that Delvify is not responsible for the availability of, or the content located on or through, any third-party websites. You should contact the respective websites’ administrator or webmaster for those third-party websites if you have any concerns regarding the content located on such. Use of third-party websites is subject to the terms of use and privacy policies of each website, and we are not responsible therein. Delvify encourages all users to review terms of use and privacy policies of third parties’ websites.

Electronic Communication

You consent to receiving electronic communications from us and represent and warrant that the recipient of every electronic communication sent in connection with your use of our Site and Services has agreed to receive such and that you shall not use the Site or Services to send unlawful, unsolicited electronic communications.

Other Terms

If any provision of these terms shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that the Terms and any other agreements referenced herein may be assigned by Delvify, in our sole discretion, to a third party in the event of a merger or acquisition. You agree that by accepting these Terms, you are consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy.

Governing Jurisdiction

These Terms shall be governed by and construed in accordance with the substantive laws of Hong Kong. Any dispute, controversy or difference which may arise between the parties out of, in relation to or in connection with this Agreement is hereby irrevocably submitted to the exclusive jurisdiction of the courts of Hong Kong, to the exclusion of any other courts without giving effect to its conflict of laws and provisions of your actual state or country of residence.

Any dispute arising under this Agreement shall be finally settled on an individual basis in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Hong Kong, in the English language and the arbitral decision may be enforced in any court.

In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and legal fees.