Last Updated: 16 September 2016

Please take time to read these Terms of Service (“Terms”) as they set out the legally binding provisions that will apply to the supply of Services by StitcherAds to you (as Customer). By submitting a sign-up form to StitcherAds, you agree to be bound by these Terms, including the indemnity provisions and the limitations on liability, and to the Charges, the Acceptable Use Policy and Privacy Policy, all of which together constitute the agreement between StitcherAds and the Customer (“Agreement”).

What is the Service?

StitcherAds has developed a Platform for the creation, publishing and targeting of Facebook advertising at scale.

The Platform is the software platform known as StitcherAds that is owned and operated by StitcherAds, and all the tools and capabilities associated with that Platform for creating, launching, monitoring, pausing and stopping an advertising campaign.

The Service means StitcherAds giving to the Customer access to the Platform [via the internet], and granting the Customer a non-exclusive licence to use the Platform for the Permitted Purpose, and includes Basic Support Services, on and subject to these Terms.

Other Definitions

  • Charges means the amounts payable by the Customer to StitcherAds for the Service, as set out on Price list
  • Confidential Information means any information disclosed (whether disclosed in writing, orally or otherwise) by one party to the other regarding its business, financial affairs and processes that is not in the public domain; know-how and trade secrets; and all information of similar nature that is marked as “confidential”, described as “confidential” or should be understood by the receiving party to be confidential or sensitive in nature.
  • Customer – Means the company business or person that signs up for and uses the Services, and includes its directors, employees and agents.
  • Customer Account – Means one or more customer accounts on the StitcherAds Platform created by StitcherAds in response to a Customer request or sign-up application.
  • Customer Materials all works, materials, data and images uploaded to, stored on, processed using or transmitted via the Platform by or on behalf of the Customer (or by any person or system using the Customer’s Account) or otherwise provided by the Customer to StitcherAds in connection with this Agreement;
  • Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
  • Permitted Purpose means the creation and placement of advertising on the Facebook advertising platform,  the incorporation of Customer Materials for the purpose of creating targeting information on the Facebook advertising platform and the analysis of data arising from this activity;
  • Personal Data has the meaning given to it in the Data Protection Acts 1988 and 2003, and “process” shall be construed in accordance with those Acts;
  • Support Services means support and maintenance services provided or to be provided by StitcherAds to the Customer, and which may be Basic Support Services (included in the Charges) or Bespoke Support Services, for which there will be additional charges.
  • Term means the period from activation of the Customer Account until the Agreement is terminated or expires, in accordance with these Terms, and includes the Trial Period.
  • Trial Period means the 14 day period from signing up when the Customer can use the Service free of charge.

Starting the Service

Once the Customer submits a request for Services through StitcherAds sign-up page, StitcherAds will create an account for the Customer and send confirmation of the Account by email to the Customer. The Term commences once the Customer activates the Customer Account via the confirmation email. Activation denotes acceptance of these Terms of Service by the Customer.

Grant of Licence and Use of Services

Subject to the limitations set out below, StitcherAds hereby grants to the Customer a non-exclusive, non-assignable, non-sublicensable, revocable licence to use the Platform for the Permitted Purpose via any supported web browser during the Term.

The licence granted by StitcherAds to the Customer is subject to the following limitations:

i.       the Platform may only be used by authorised representatives of the Customer, to whom the Customer has provided the passwords and the Customer is legally responsible for the actions of all persons and systems that access the Platform and use the Services via the Customer’s Account;

  1. the Customer must comply at all times with the terms of the Acceptable Use Policy and must ensure that all users of the Platform agree to and comply with it;
  2. the Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;
  3. the Customer must not frame or otherwise re-publish or re-distribute the Platform;
  4. the Customer must not alter or adapt or edit the Platform, and shall not modify or attempt to modify the codes or any other program of the Platform; and
  5. the Customer and any of its employees, contractors or agents must not reverse engineer or attempt to reverse engineer the Platform, except to the extent mandated by applicable law or expressly permitted by StitcherAds by written agreement with the Customer.

The Customer must not use the Platform or the Services in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or Services on, the Platform.

The Customer must not use the Platform:

  1. in any way that is unlawful, illegal, fraudulent or harmful; or
  2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

The Customer has no right to access the object code or source code of the Platform, either during or after the Term.

Customer Materials

The Customer grants to StitcherAds a non-exclusive licence to store, copy and otherwise use the Customer Materials for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under this Agreement, and exercising its rights under this Agreement.

Subject to such licence, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer.

The Customer warrants and represents to StitcherAds that the Customer Materials, and their use by StitcherAds in accordance with the terms of this Agreement, will not:

  1. breach any laws, statutes, regulations or legally-binding codes;
  2. infringe any person’s Intellectual Property Rights or other legal rights; or
  3. give rise to any cause of action against StitcherAds or the Customer or any third party; and
  4. that the Customer Materials do not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation,

in each case in any jurisdiction and under any applicable law. The Customer must not upload, use or otherwise transmit to StitcherAds, any files or Customer Materials that contain software viruses or any other computer code or programme that might interrupt, destroy or limit the functioning of the Platform.

The Customer acknowledges that StitcherAds has the right to use and disclose data derived from Customer’s use of the StitcherAds Service (i) as part of StitcherAds’ business operations, as long as the use/disclosure of the aggregated data do not individually identify the Customer and/or its customers, (ii) to operate, manage, test, maintain and enhance the StitcherAds Service and the Platform and other StitcherAds products, programs and/or services, and (iii) if required by court order or law.

Support Services

During the Term StitcherAds will provide the Basic Support Services to the Customer, which is included in the monthly Charge.

Bespoke Support Services are available on request from StitcherAds, at an additional charge. StitcherAds can also provide customisations for the Customer, and provide additional technical services, on request and subject to agreeing the fee or charge.

StitcherAds may sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.

StitcherAds, may at its discretion apply upgrades or modifications to the Platform.

Charges and Termination

There will be no charge payable by the Customer for the Services during the Trial Period,however all other provisions of these Terms will apply.

Before the expiry of the Trial Period, StitcherAds will advise the Customer of payment methods and of the Charges that apply for the each month of the Term.  If the Customer pays the first monthly Charge, the Customer may use the Services beyond the end of the Trial Period.

The Agreement, and the Customer’s use of the Services, shall continue from month to month provided the Customer continues to pay the monthly Charge, in advance, to StitcherAds, and subject to the other termination provisions below.

The Customer can terminate its use of the Services (and its agreement with StitcherAds) at the end of any month by 7 days advance notice in writing to StitcherAds.

No refunds of any part of the monthly Charge will be given where a Customer ceases using Services mid-month.

StitcherAds may terminate the Agreement with the Customer if the Customer is in breach of any provision of these Terms (and there shall be no obligation on StitcherAds to give Customer an opportunity to remedy the breach), or if any money lawfully due by the Customer to StitcherAds has not been paid by the due date.

StitcherAds reserves the right to terminate the Services on 7 days’ notice at any time to the Customer in StitcherAds’ sole discretion, and upon such a termination StitcherAds shall refund the Charges for any remaining portion of a month (on a pro-rata basis) where the Charges were pre-paid by the Customer.

The expiry or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any provision of these Terms which is expressly or by implication intended to continue in force after expiration or termination.

Intellectual Property

All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of StitcherAds.  This is an agreement for access to and use of the Platform and the Service only, with a limited licence to Customer (as set out above). The Platform and all StitcherAds technology are protected by intellectual property laws.

The Customer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Platform or the Services, in whole or in part, by any means, except as expressly authorised in writing by StitcherAds.

StitcherAds, StitcherAds.com, the StitcherAds logo, and other StitcherAds logos and names are trademarks of Betapond Limited. The Customer agrees not to display or use these trademarks in any manner without StitcherAds’ prior written permission.

Publicity

The Customer grants StitcherAds permission to use the Customer’s name and company logo on the StitcherAds website and to publicise in all marketing materials, online and in traditional print and other media that the Customer is a customer of StitcherAds’.

Warranties

The Customer warrants to StitcherAds that it has the legal right and authority to enter into and perform its obligations under this Agreement, and that it will use the Services in compliance with all applicable laws.

StitcherAds warrants to the Customer that it has the legal right and authority to enter into and perform its obligations under this Agreement; that it will perform its obligations in these Terms with reasonable care and skill, that the use of the Platform by the Customer for the Permitted Purpose and in accordance with these Terms will not infringe any other person’s Intellectual Property Rights, and that the Platform will perform substantially in accordance with the description on StitcherAds’ website, and will be compatible (only) with those applications and programs identified on StitcherAds’ website.

The Customer acknowledges that complex software is never wholly free from defects, errors and bugs, and StitcherAds gives no warranty or representation that the Platform will be wholly free from such defects, errors and bugs.

Except for the warranties in the second last paragraph, StitcherAds makes no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Service or the Platform for any purpose. The Platform may not be available at all times. To the extent permitted by law, the Service and the Platform are provided “as is” without further warranty or condition (except as expressly set out herein), and StitcherAds disclaims all other warranties and conditions of any kind with regard to the Service and the Platform including all implied warranties or conditions of merchantability, fitness for a particular purpose, and title.

StitcherAds will not and does not purport to provide any legal, taxation or accountancy advice to the Customer or in relation to the Platform and (except to the extent expressly provided otherwise) StitcherAds does not warrant or represent that the Platform will not give rise to any civil or criminal legal liability on the part of the Customer or any other person.

Customer Indemnity

The Customer shall defend, indemnify, and hold StitcherAds harmless from and against any legal proceeding, claim, loss or damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of any provision of these Terms by the Customer or of any allegation or claim which if true would be a breach of these Terms.

Liability

StitcherAds shall not be liable for any loss of profit, loss of revenue or damage to reputation suffered by the Customer, howsoever arising, nor shall StitcherAds be liable for special, indirect, incidental, consequential, punitive or exemplary damages in connection with these Terms, even if StitcherAds has been advised of the possibility of such damages.

To the maximum extent permitted by the law, StitcherAds’ liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the Charges paid by the Customer in the six (6) months prior to the incident giving rise to liability on the part of StitcherAds.

StitcherAds shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of StitcherAds including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo.

Personal Data

The Customer undertakes not to disclose or provide to StitcherAds any Personal Data in the course of Customer’s use of the Services or the Platform for processing by StitcherAds as data processor for Customer. The Customer warrants that it has the legal right to disclose any Personal Data that it does in fact disclose to StitcherAds (including for example disclosing contact details of Customer employees to StitcherAds during the sign-up process).

If, notwithstanding the first sentence above, Customer discloses Personal Data to StitcherAds for processing by StitcherAds as data processor, StitcherAds undertakes that:

(a)        it will act only on and in accordance with instructions from the Customer in relation to the processing of that Personal Data on behalf of the Customer; and

(b)        it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by StitcherAds on behalf of the Customer.

StitcherAds’ Privacy Policy applies to the collection, use, processing and storage of Personal Data by StitcherAd via its website.

Confidentiality

Each party undertakes (i) to protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information to any third party (except as may be required by law or any legal or regulatory authority), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents who strictly need to know such information in order to provide or avail of the Services or to perform its obligations under these Terms. On expiry or termination of this Agreement, the receiving party will return all Confidential Information to the disclosing party upon request, subject to retaining only such Confidential Information as is required for legal, tax and records purposes.

Changes to these Terms:

StitcherAds may amend these Terms from time to time.  Any change to these Terms will be posted on the StitcherAds website and will be notified to all existing Customers by email or other notification through the Platform. The changes will take effect on the later of (i) the date stated on the website and (ii) the monthly renewal by the Customer after the notice of change of Terms was notified to the Customer.  If the Customer does not agree to the changes, the Customer should avail of the option to terminate this Agreement at the end of the month.

No Assignment

The Customer shall not without StitcherAds’ prior written consent assign, sub-license or deal in any other manner with this Agreement or any rights under these Terms, or sub-contract any or all of its obligations under these Terms.

Governing Law

These Terms and this Agreement shall be governed by and construed in accordance with the laws of Ireland without regard to conflict of laws principles. The courts of Ireland will have exclusive jurisdiction to hear and decide any legal dispute between Customer and StitcherAds.

Miscellaneous

These Terms, together with the documents referred to herein, constitute the entire agreement between the Customer and StitcherAds and govern the Customer’s use of the StitcherAds Service and the Platform, superseding any prior agreements between the Customer and StitcherAds.

StitcherAds employees have no authority to amend these Terms, and only a written amendment signed by an authorised representative of StitcherAds shall be valid and effective to amend these Terms.  No standard terms of the Customer, whether on an order form or in any purchasing contract shall apply unless signed by an authorised representative of StitcherAds and expressly stated to be an amendment to these Terms.

The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication and of executing contractual documentation.

Nothing in these Terms shall be deemed to confer any third-party rights or benefits on any party other than the Customer.

If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.

Contact and Notices  

StitcherAds is a registered trading name of BETAPOND LIMITED, an Irish company with registered number 476178 and with its registered office at Arclabs, Carriganore, Co Waterford, Ireland Any notices from Customer to StitcherAds for the purposes of these Terms should be directed to:

By email: info@stitcherads.com

By post: Chief Operating Officer, StitcherAds, Arclabs, Carriganore, Co Waterford, Ireland.

Any queries or other communications (but not legal notices) can also be sent via the website: or by phone to :  +353 1 9020787

The Customer’s address and email address for notices under these Terms shall be as per the information provided by the Customer to StitcherAds during the sign-up process, and it is the Customer’s responsibility to advise StitcherAds of any changes to its contact details promptly.