Preflect User Terms and Conditions

Last Updated: September 20, 2024

PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. These user terms and conditions (“Terms”), along with Preflect's Privacy Policy, govern your use of ai.preflect.com as a user of one or more Customer Accounts. For the purposes of these Terms, “Websites” refers to ai.preflect.com. These Terms contain, among other things, jury trial and class action waivers. If you do not agree to these Terms, you must not access or use our Websites. In the event of any conflict between these Terms and the Preflect SaaS Services Agreement, the Preflect SaaS Services Agreement shall control and take precedence. ELIGIBILITY By agreeing to these Terms, you further represent and warrant to us that you are an "Eligible User," defined as a person who meets all of the following criteria: (i) you are at least eighteen (18) years of age; (ii) you reside in the United States of America; (iii) you have not previously been suspended or removed from the Websites; (iv) your use of the Websites is in compliance with any and all applicable laws and regulations; (v) you are not an executive, employee, advisor, contractor, shareholder, or agent of any company, organization, or entity that offers, develops, or provides marketing technology or marketing services, unless you receive prior written authorization by Preflect. Furthermore, by agreeing to these Terms, you also represent and warrant: (vi) that you are an authorized user of every Customer Account that you access; (vii) that you understand that Customer Accounts are legally bound by the Preflect SaaS Services Agreement entered into by each Customer, and you acknowledge that these agreements have been executed and are in effect for every Customer Account that you access; (viii) that you will not engage in or facilitate any activities intended to gather proprietary or confidential information from the Websites for competitive purposes; and (ix) that you will promptly disclose to us any affiliations, direct or indirect, with any companies or entities involved in marketing technology or marketing services that may arise during your use of the Websites. In the event of a breach of these representations and warranties, you agree that Preflect shall be entitled to seek all available legal and equitable remedies, including but not limited to, compensatory damages, punitive damages, and attorney's fees. Furthermore, you acknowledge that a breach of these terms may cause irreparable harm to Preflect, for which monetary damages may be inadequate, and you consent to injunctive or other equitable relief to prevent or remedy any such breach. LICENSE GRANT TO PREFLECT By submitting, posting, or publishing your content, suggestions, enhancement requests, recommendations, feedback, information, data, or comments (“Content”) to any Website, you are granting Preflect a perpetual, irrevocable, worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, incorporate, exploit, display, perform, reproduce, distribute, and prepare derivative works of your Content. You will retain ownership of your Content, however, any use of your Content by Preflect may be without any compensation paid to you. By submitting, posting, and publishing your Content, you represent and warrant that your Content, does not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, or libel any third-party. AGREEMENT TO POLICIES FOR META ADVERTISERS You agree to be bound by Preflect's Policies for Meta Advertisers (https://www.preflect.com/policies-meta-advertisers), which is incorporated by reference into these Terms. CCPA and CPRA To comply with the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), you may request a Data Processing Addendum (DPA) from Preflect by contacting your account rep. TERMINATION OF USE; DISCONTINUATION AND MODIFICATION OF THE WEBSITES We may at our sole discretion suspend or terminate your access to the Websites at any time, with or without notice for any reason or no reason at all. We also reserve the right to modify or discontinue the Websites at any time (including, without limitation, by limiting or discontinuing certain features of the Websites) without notice to you. We will have no liability whatsoever on account of any change to the Websites or any suspension or termination of your access to or use of the Websites. OWNERSHIP; PROPRIETARY RIGHTS The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Websites (the “Materials”) provided by Preflect are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Websites are the property of Preflect or our third-party licensors. Except as expressly authorized by Preflect you may not make use of the Materials. Preflect reserves all rights to the Materials not granted expressly in these Terms. RECORDING OF CALLS You consent to Preflect’s recording of all communications (including audio), waive any further notice of such monitoring or recording, and agree to notify your officers, employees, and any other call participants, of such monitoring or recording. You agree that you will not record calls with Preflect representatives without express prior authorization by Preflect in writing. ACCOUNT SECURITY As a user of the Websites, you acknowledge and agree that you are solely responsible for maintaining the security and confidentiality of your account. This includes, but is not limited to, safeguarding any links, tokens, emails, or other items that can be used to gain access to your account ("Magic Links"). The use of Magic Links as a method of authentication does not absolve you of the responsibility to ensure your account's security. You should take steps to protect your email account that receives the Magic Links, ensuring that unauthorized parties do not gain access. You must notify Preflect immediately of any unauthorized use of your email, account, Magic Link, or any other breaches of security. Preflect will not be liable for any loss that you may incur as a result of someone else using your account, either with or without your knowledge. You acknowledge and agree that you are solely responsible for all activities that occur under your account, whether or not you have authorized such activities. PROHIBITED USES As a condition of your use of the Websites, you will not use the Websites for any purpose that is unlawful or prohibited by these Terms. You may not use the Websites in any manner that could damage, disable, overburden, disrupt or impair any Preflect servers or APIs, or any networks connected to any Preflect server or APIs, or that could interfere with any other party's use and enjoyment of any Websites. You may not transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of Websites. You may not exceed or circumvent, or try to exceed or circumvent, limitations on the Websites, including on any API calls, or otherwise use the Websites in a manner that violates any Preflect documentation. You may not attempt to gain unauthorized access to any Websites, other accounts, computer systems, or networks connected to any Preflect server or to any of the Websites through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Websites. You may not use the Websites in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). CONTACT The Websites are operated by Pricestack Inc., DBA Preflect, located at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135. You may contact us by sending correspondence to the foregoing address or by emailing us at support@preflectads.com. All communications and notices must be directed to support@preflectads.com. Please be advised that communications sent to individual team member email addresses, including those pertaining to sales and support, may not be received or addressed, and Preflect disclaims any liability for such communications. Responses from individual team member email addresses, even if provided occasionally, do not constitute an acknowledgment or guarantee of receipt. INDEMNITY You agree that you will be responsible for your use of the Websites, and you agree to defend, indemnify, and hold harmless Preflect and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the "Preflect Entities") from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Websites; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim. DISCLAIMERS; NO WARRANTIES THE WEBSITES ARE MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE PREFLECT ENTITIES HAVE NO OBLIGATION TO MONITOR, CONTROL, OR VET THE CONTENT OR DATA APPEARING ON THE WEBSITES. AS SUCH, YOUR USE OF THE WEBSITES IS AT YOUR OWN DISCRETION AND RISK. THE PREFLECT ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE WEBSITES AND EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LIMITATION OF LIABILITY IN NO EVENT WILL THE PREFLECT ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE WEBSITES OR ANY MATERIALS OR CONTENT ON THE WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE PREFLECT ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. JURY TRIAL WAIVER IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. CLASS ACTION WAIVER EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL. CHANGES TO THESE TERMS Preflect reserves the right to make modifications to these Terms at any time. Revised versions of these Terms will be posted to this Website. Unless otherwise specified, any modifications to the Terms will take effect the day they are posted to this Website. If you do not agree with the revised Terms, your sole and exclusive remedy will be to discontinue your use of the Websites. GOVERNING LAW These Terms will be governed by the laws of the State of Nevada without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Preflect agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Clark County, Nevada for the purpose of litigating all such disputes. GENERAL You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of these Terms or any provision of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive will survive such termination or expiration. DEFINITIONS Customer: the entity or sole proprietor on whose behalf a Preflect account has been created, which you are accessing. Customer Account: the Preflect account that has been created for the Customer. Preflect SaaS Services Agreement: the contract titled "Preflect SaaS Services Agreement" that was signed during creation of the Customer Account, to which the Customer is legally bound. (To request an additional copy of your Preflect SaaS Services Agreement, please contact support@preflectads.com).