Terms And Conditions

This License Agreement ("Agreement") with BuyerTool, LLC, a California limited liability company with a principal place of business at 600 B Street, No. 300, San Diego, California 92101 ("BuyerTool"). This Agreement is a legal and enforceable agreement that governs your relationship with BuyerTool once you accept its terms and conditions by checking the "I Have Read and Accept the Terms and Conditions of this Agreement" box and clicking the Submit button.

1. Purpose.

The purpose of this Agreement is to set forth the terms and conditions of your access and use of BuyerTool’s data integration software and incorporated propriety technology. This is a legally enforceable contract between You and BuyerTool. By agreeing to these terms, you are signifying to us that you have a Facebook® and/or Instagram® account(s) and have agreed to the Facebook Terms and/or Instagram Terms. Your Membership, the Licensed Software and the Services are governed by this Agreement

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER, WHICH CAN BE FOUND HERE. PLEASE CAREFULLY REVIEW THIS LANGUAGE.

2. Definitions.

Since this Agreement is a binding legal contract, clarity is important. You will notice that we capitalize certain words in this Agreement even when the rules of grammar do not require capitalization. We do this because in the context of this Agreement, such capitalized words have specific meanings, which can be found where they are first used, as indicated by bold text (like "Agreement" described above). Some additional words have special meanings whenever you see them in this Agreement, which meanings are as follows:

3. Software License.

4. Pricing.

5. You have both rights and obligations.

You may access and use the Licensed Software and Services and use their features on your computer or mobile device solely for your personal, non-commercial use. You also may print out and make copies of the Content in connection with that personal, non-commercial use. You may not make use of the online and mobile resources or any Content for any commercial purpose whatsoever unless you have received our express written permission in advance. You acknowledge that if you make any such prohibited use, it will be a breach of this Agreement allowing us to pursue certain remedies under the laws governing contracts. Breach of certain obligations under this Agreement also may be a violation of other applicable laws such as intellectual property laws. We will not be responsible or liable for any loss or damage you might suffer from failure to comply with this Agreement.

Among your other obligations, you are required to make sure you don’t use the Licensed Software and Services, Content, and the various features and functions offered on or through the online and mobile resources, for, or in connection with:

• reverse engineering, making machine code human readable, or creating derivative works or improvements;
• scraping, crawling, downloading, screen-grabbing, or otherwise copying and/or transmitting them in any way we haven’t specifically permitted;
• commercially exploiting or providing them to third parties;
• introducing, transmitting, or storing viruses or other malicious code;
• interfering with their security or operation;
• framing or mirroring them;
• creating, benchmarking, or gathering intelligence for a competitive offering;
• removing, modifying, or obscuring proprietary rights notices on them;
• defaming or harassing anyone;
• infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship;
• intercepting or expropriating data; and/or
• spamming, spoofing, or otherwise misrepresenting transmission sources.

6. Consent To Be Contacted.

You expressly consent to be contacted at the email address and the phone number You provide to BuyerTool in Your Membership enrollment, including through automated dialing systems and artificial or pre-recorded messages. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties. For additional terms of how we collect, use, store and share your information, please see our privacy policy.

7. Representations and Warranties.

User represents, warrants, and covenants (as applicable) to BuyerTool that it is solely responsible for all aspects of any websites, banner ads, other online ads, electronic, messaging, social media, search engine optimization, and any other media property or tools ("Media") used by User to display or distribute advertising, including but not limited to the development, operation, and maintenance of its Membership, the Licensed Software and Services and all content that appears on or within User’s Facebook® and/or Instagram® accounts, or published elsewhere. User agrees that it must conduct all marketing and other activities related to its Membership in full compliance with all then-current applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission Act ("FTC Act"), Federal Trade Commission’s Telemarketing Sales Rule, the Telephone Consumer Protection Act, California Civil Code Section 1798.83, FTC Guides Concerning the Use of Endorsements, the Children’s Online Privacy Protection Act, the Electronic Funds Transfer Act and implementing regulations, the Restore Online Shoppers’ Confidence Act and all state laws regulating negative option programs including, but not limited to, California Business & Professions Code Section 17601 et seq.,

Without limiting the foregoing, User must meet the following requirements:

• (i) Not include content that is deceptive, misleading, false, untruthful, unsubstantiated, or otherwise fails to comply with applicable federal, provincial and state consumer protection laws, regulations, and guidelines (without limitation, this includes fake “before and after” photos, fake celebrity endorsements, and false claims of a “free” trial).
• (ii) Not include any express or implied claims about the efficacy of, or generally expected results of using, any product, service or program unless You possess competent and reliable scientific evidence to substantiate the claim, which shall mean tests, analyses, research, or studies, conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results.
• (iii) Where the User’s advertisement includes a message that consumers are likely to believe reflects the unbiased opinions, beliefs, findings, or experiences of User or any other person or party (“Endorser”) other than User, (including but not limited to consumer testimonials or celebrity or expert endorsements, blogs, and other statements), the message: (a) must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and may not convey an express or implied representation that would be deceptive if made directly by User; (b) may not be presented out of context or reworded so as to distort in a material way the Endorser’s opinion or experience with the User’s product, service, or brand. (c) if the message represents that the Endorser uses the User’s product, service, or brand, the Endorser must have been a bona fide user of it at the time the message was distributed and the message may remain posted only as long as User has good reason to believe the Endorser continues to subscribe to the views presented; may not claim that the experience is representative of what consumers will generally achieve; (d) must include in User’s advertisement a disclosure that the Endorser has received consideration for his/her message, or otherwise disclose the material connection between the Endorser and the User or its affiliate, as appropriate.
• (iv) Not infringe on the personal rights, trademark, service mark, trade dress, trade name, logo, publicity right, copyright, patent rights, or any other intellectual property right of any third party;
• (v) Not constitute any advertising via facsimile or telemarketing (including without limitation by use or pre-recorded or artificial voice messages);
• (vi) Not use any methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of a consumer;
• (vii) Not serve advertising, or drive traffic to advertising or Media, using spyware, adware, parasiteware, or any downloadable application;
• (viii) Not constitute deceptive software download or computer setting practices, including but not limited to, installing software without the user’s knowledge, changing a user’s home page without securing the user’s permission, or offering downloadable software that does not include an uninstaller or that cannot be uninstalled by add/remove programs;
• (ix) Be content-based, not simply a list of links or advertisements.
• (x) Have a top-level domain name.
• (xi) Not offer incentives to users to click on ads or to sign-up for advertiser offers, including; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.
• (xii) Not promise gifts or anything else of value as a reward or incentive for participating in an online quiz or survey;
• (xiii) Be fully functional at all levels; no 'under construction' sites or sections.
• (xiv) Not include racial, ethnic, political, hate-mongering or otherwise objectionable content.
• (xv) Not include investment advice, money-making opportunities or other advice not permitted under law.
• (xvi) Not include gratuitous violence or profanity, and not include material that defames, abuses, or threatens physical harm to others.
• (xvii) Not include or promote any illegal activity including, without limitation, the promotion of illegal substances or activities such as illegal online gambling, how to build a bomb or commit any other criminal act, counterfeiting money, etc.
• (xviii) Not spoof, redirect, or traffic from adult-related websites in an effort to gain traffic.

User represents that it has disclosed to BuyerTool prior to executing this Agreement, the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations or prosecutions by the Federal Trade Commission and any other federal, state or local governmental or regulatory body or agency, or any industry regulatory authority.  User further represents that if it becomes involved or named in any action, investigation, complaint or other proceeding by or before any governmental or regulatory authority, or any private party, User shall immediately provide notice to BuyerTool of such action, investigation, complaint or other proceeding, in which event either may terminate this Agreement immediately. User shall be liable for any and all actions brought by a federal, state or local regulatory body, and lawsuits arising out of all marketing and selling of its products and services conducted as part of this Agreement except to the extent the actions or conduct of BuyerTool, only, and not User gave rise to such actions.

8. Warranty disclaimer; Liability and indemnity.

You agree that BuyerTool is providing a data management software application for Facebook® and/or Instagram® advertisements. You agree and acknowledge that you alone must evaluate and bear all risks associated with each of your advertising campaigns on Facebook® and/or Instagram®. You further agree and acknowledge that BuyerTool does not prescreen Your advertisements, but BuyerTool can review, reject or remove Your advertisements that have been submitted and published through the Licensed Software and/or Services.

THE LICENSED SOFTWARE AND SERVICES, THEIR ACCESSIBILIITY, THEIR AD BUDGET AND AD CONTENT, YOUR ACCOUNT AND ANY OTHER INFORMATION, FEATURES AND FUNCTIONS, OR PRODUCTS AND SERVICES ON THEM ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYERTOOL, IT’S AFFILIATES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, MANAGERS, SHAREHOLDERS, AND REPRESENTATIVES (THE "BUYERTOOL PARTIES") DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY. IF YOU ARE DISSATISFIED, YOUR SOLE REMEDY IS TO DISCONTINUE USE OF THE O LICENSED SOFTWARE AND SERVICES, THEIR ACCESSIBILITY, THE AD BUDGET AND AD CONTENT, AND YOUR ACCOUNT.

THE BUYERTOOL PARTIES HAVE NO LIABILITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, (INCLUDING CLAIMS OF DEFAMATION, ERRORS, LOSS OF DATA, OR INTERRUPTION IN AVAILABILITY OF DATA), OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO YOUR USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE AND SERVICES, THEIR ACCESSIBILITY, THEIR AD BUDGET AND AD CONTENT, FEATURES AND FUNCTIONS, YOUR ACCOUNT OR ANY SERVICES THAT YOU ACCESS THROUGH THEM. THESE LIMITATIONS SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE BUYERTOOL PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF THE BUYERTOOL PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. In no event shall BuyerTool’s total liability to you for all damages, losses, and/or causes of action, whether in contract, tort (including without limitation negligence), or otherwise, arising out of or relating to the Licensed Software and the Services, the Membership, or use exceed fifty dollars (US $50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

You agree to defend, indemnify, and hold the BuyerTool Parties harmless from all claims, liabilities, costs, and expenses, including reasonable attorneys' fees, arising in any way from your use of the Licensed Software and Services, the Membership, your Account, or your breach or violation of applicable laws or of these Terms of Use. BuyerTool reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with BuyerTool’s defense of such claim.

9. Disputes.

EXCEPT AS OTHERWISE PROVIDED HEREIN, IF EITHER YOU OR BUYERTOOL WANT TO BRING A CLAIM OR CAUSE OF ACTION AGAINST THE OTHER UNDER THIS AGREEMENT, OR IF ANY DISPUTE ARISES BETWEEN THE PARTIES AS A RESULT OF THIS AGREEMENT OR YOUR USE OF THE LICENSED SOFTWARE AND SERVICES, THE MEMBERSHIP, THE AD BUDGET AND AD CONTENT, OR BUYERTOOL PRODUCTS AND SERVICES, EACH PARTY AGREES TO USE ARBITRATION AS THE SOLE AND EXCLUSIVE MEANS TO BRING SUCH A CLAIM OR CAUSE OF ACTION OR TO RESOLVE SUCH A DISPUTE. YOU UNDERSTAND THAT BY AGREEING TO THE FOREGOING AND THE MORE SPECIFIC TERMS BELOW, EACH OF YOU AND BUYERTOOL ARE GIVING UP THEIR RIGHT TO FORM OR BE A PART OF A CLASS ACTION OR OTHER REPRESENTATIVE LAWSUIT. YOU ARE NOT, HOWEVER, WAIVING YOUR ABILITY TO RECOVER DAMAGES. ALTHOUGH ARBITRATION PROCEDURES ARE DIFFERENT FROM COURT PROCEDURES, AN ARBITRATOR CAN AWARD YOU INDIVIDUALLY THE SAME DAMAGES AND RELIEF AS A COURT, AND JUDGMENT ON THAT AWARD MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION.
As such, both You and BuyerTool specifically agree that:

10. Non-solicitation.

During the Agreement Term and for the two (2) year period thereafter, User shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) any employee of or consultant to BuyerTool or any of its subsidiaries or affiliates to leave such employment or engagement in order to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with BuyerTool or knowingly take any action to materially assist or aid any other person, firm, corporation or other entity in identifying or hiring any such employee or (ii) any customer of BuyerTool or any of its subsidiaries or affiliates to purchase goods or services then sold by BuyerTool or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer.

11. Non-disparagement.

Neither User nor BuyerTool (for purposes hereof, BuyerTool shall mean BuyerTool together with its User officers and directors and not any other employees) shall make any public statements that disparage the other Party, or in the case of BuyerTool, its respective subsidiaries, affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section.

12. Termination of Agreement.

This Agreement shall be effective from the date You accepted the terms and conditions of this Agreement, or until completion of the Services, as applicable, unless sooner terminated by either Party in accordance with the terms and conditions of this Agreement ("Term"). This Agreement is terminable by either Party at any time, with or without cause, effective upon notice to the other Party. If BuyerTool exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that BuyerTool shall be obligated to compensate User for work performed up to the time of termination. If User exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon User’s death. In such event, BuyerTool shall be obligated to pay User’s estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date of death.

13. Additional Provisions.

** NOTE: BuyerTool has incorporated a User’s verification for all ad budgets. We will need to review this process and sync its terms with this Agreement.