Last Updated: 26/11/2024
These Terms of Use (the “Terms“) govern the relationship between STAR MARKET INC. Сompany number: EIN 88-2543998, Address: 9040 Roswell Rd, Atlanta, GA 30350-1892, US (“we,” “us,” “our,” or the “Agency“) and any person or entity (“Client” or “you“) that uses or accesses our services (“Services“). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree with these Terms, do not use our Services.
1.1 Scope of Services
We provide marketing and advertising services (the “Services“), which may include:
1.2 Client Onboarding
To access certain Services, including our Ad Account, you are required to submit information in accordance with our KYC Policy. You represent and warrant that all information you provide to us is accurate and complete.
1.3 Modifications to Services
We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice to you. We will not be liable if, for any reason, the Services are unavailable at any time or for any period.
2.1 Access and Permissions
When you use our Ad Account:
2.2 Prohibited Content
You agree not to create, run, or promote ads containing or relating to:
2.3 Compliance with Policies
You are solely responsible for ensuring that your advertising campaigns comply with all applicable laws, regulations, and the respective platform terms and advertising policies (including Facebook, TikTok, Google Ads, Snapchat, Instagram, etc.). We may, at our sole discretion, review ads and request modifications or remove them if we believe they violate these Terms, any platform’s policies, or any applicable laws.
2.4 Termination of Access
We reserve the right to suspend or terminate your access to our Ad Account or remove any ad at our sole discretion, particularly if there is suspicion or evidence of prohibited content, policy violations, or fraudulent activities. We shall not be liable for any damages or losses resulting from such suspension or termination.
3.1 Provision of Payment Card Services
Subject to these Terms, we may provide or facilitate payment methods (e.g., credit cards, bank cards, or other financial instruments) for you to pay for ad spend in the Ad Account. These Payment Card Services are provided solely to facilitate the payment of expenses associated with advertising campaigns placed through our Ad Account.
3.2 Client’s Responsibility for Payments
You agree to promptly pay all amounts charged to our Payment Card that are attributable to your campaigns. You agree that we may charge or seek reimbursement from you for any unpaid balances, late fees, or penalties incurred as a result of your use of the Payment Card Services.
3.3 Unauthorized Use
You must immediately notify us of any suspected unauthorized or fraudulent use of the Payment Card Services. We are not responsible for any losses you incur from unauthorized or fraudulent use of the payment methods provided, except to the extent such losses arise from our own gross negligence or willful misconduct.
3.4 Refunds & Disputes
All refunds or disputes regarding ad spend, billing errors, or other payment-related issues must be resolved in accordance with the relevant platform’s policies (e.g., Facebook, TikTok, Google Ads, Snapchat, Instagram) or the applicable third-party payment provider’s policies. We will provide reasonable cooperation but make no guarantees regarding the outcome of any disputes.
4.1 Lawful Use
You represent and warrant that your use of our Services, including the Ad Account, is lawful and in compliance with all applicable laws, regulations, and the respective platform’s terms. You must not use our Services in any manner that could damage, disable, overburden, or impair our systems or networks.
4.2 Accuracy of Information
You agree to provide true, current, and complete information about yourself and/or your organization, and to update such information to keep it accurate.
4.3 Indemnification
You agree to indemnify, defend, and hold harmless the Agency and its affiliates, employees, officers, directors, and agents from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
5.1 Agency IP
All trademarks, service marks, logos, trade names, and other intellectual property displayed on or utilized by the Agency in connection with the Services are the property of the Agency or its licensors. Except as permitted by these Terms, you may not use, reproduce, distribute, or create derivative works based upon Agency IP without our prior written consent.
5.2 Client IP
You represent and warrant that you own or have valid licenses to all intellectual property used in your advertising campaigns or provided to us to perform the Services. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, and display your IP solely for the purpose of providing the Services.
TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENCY AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO THE AGENCY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
8.1 Term
These Terms shall remain in effect until terminated by either party as outlined herein.
8.2 Termination by Client
You may terminate these Terms by ceasing all use of our Services and notifying us in writing.
8.3 Termination by Agency
We may, in our sole discretion, terminate or suspend your access to the Services at any time, with or without cause or notice, including but not limited to any violation of these Terms.
8.4 Effects of Termination
Upon termination, you must immediately cease using the Ad Account and our Payment Card Services. Sections that by their nature should survive termination (including, without limitation, indemnity, limitation of liability, and disclaimers) shall survive termination.
Both parties agree to maintain the confidentiality of any proprietary or non-public information disclosed during the course of the engagement. Neither party shall disclose such confidential information to any third party without the prior written consent of the disclosing party unless required by law.
10.1 Governing Law
These Terms and any disputes arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Georgia, specifically those applicable in the City of Atlanta, without regard to any conflict of law principles.
10.2 Dispute Resolution
Any dispute or claim arising out of or relating to these Terms or your use of the Services shall be resolved by court litigation in the courts located in Atlanta, Georgia. You and the Agency expressly waive any right to a jury trial.
11.1 Entire Agreement
These Terms constitute the entire agreement between you and the Agency regarding the subject matter herein and supersede any prior agreements, understandings, or representations.
11.2 Severability
If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.3 No Waiver
Failure by the Agency to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.
11.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer these Terms without restriction.
11.5 Contact Information
If you have any questions regarding these Terms or our Services, please contact us at: law.department@starmarket.agency
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.