*Social Media Accounts. As part of the Services, You will be asked to connect a Social Networking accounts such as Facebook or Instagram, to Your Needls account. If you choose to link your Instagram account to your Needls account, we will require your Instagram username and Instagram password to connect the account. We will only use your Instagram username and password for the purpose of connecting the account, and not for any other reason or purpose. Customers who choose to connect a Facebook account to their Needls account will be required to submit to the authorization processes utilized by Facebook and Needls shall have no responsibility or liability for such processes or the information required by Facebook. It is always your choice whether to supply this information, however refusal to do so may result in restricted or limited access to the Services, or no access to the Services at all. *
Advertising Content. You warrant that any Advertising Content (Photos, Images, Text, Video or other Graphic) submitted by you through the use of Website complies with this Agreement and all applicable laws, regulations, codes, good advertising practices and all requirements of third-party advertising networks including, but not limited to, Facebook Ads, Google Ads and Instagram Ads. Needls will not be held responsible or will not be liable for any Advertising Content that is submitted through the Website. As well, you ensure that your Advertising Content does not:
- Constitute hate speech, inciting rebellion, agitation, or violence against any ethnic or minority group, child pornography, crime or unlawful or excessive depiction of violence;
- promote or facilitate the commission of any illegal activities or services or the sale or purchase of any illegal products, services or activities;
- contain any misleading, deceptive or false content and does not make misleading, deceptive or false claims
- contain any sexually explicit or overly sexually suggestive content;
- infringe on any third party Intellectual Property right, specifically any Trademark, Copyright or trade secret; or
- invade the privacy or publicity rights of any living person.
- Needls reserves the right to edit any Content that is provided by the Customer.
The needls. ENGAGE Service. The needls.ENGAGE service finds relevant content and articles and posts them directly on your Facebook page as often as there are relevant articles available for your business, but up to a maximum of 1 post per day. You provide Needls with a set of keywords, connect your Facebook Page to Needls, outline the days you want this content to be displayed, view previews of the content and then let Needls take care of the rest by automatically posting the content to your Facebook Page. You will also receive an email each time a piece of content or article is posted on your behalf.
Needls. from time to time has the right to adjust the keywords and locations that you select to attempt to improve the relevancy of the content or articles that are posted using needls.ENGAGE.
While the needls.ENGAGE system works to provide relevant content for your Facebook Page, needls cannot guarantee that all content and articles are 100% relevant to your business and cannot be held liable for any direct or indirect damage that is caused to your business as a result of the content and articles being published.
The needls.ENGAGE service is included in the cost of The Service.
Facebook Custom Audiences Terms. Facebook's custom audience feature enables you to create an audience using your data such as email addresses and phone numbers. When using Facebook's custom audience feature, your data is locally hashed on your system before you upload and pass such data to Facebook to be used to create your custom audience (the "Hashed Data"). Without limiting any agreement between you and Facebook, by clicking "I accept" and passing to Facebook the Hashed Data, you agree to the following:
These Custom Audiences Terms govern the provision by you of Hashed Data to us and your use of the custom audiences feature. They do not replace any terms applicable to your purchase of advertising inventory from Facebook (including but not limited to the Facebook Advertising Guidelines at https://www.facebook.com/ad_guidelines.php), and such terms will continue to apply to your ad campaigns targeted to your custom audience. The custom audiences feature is part of "Facebook" under Facebook's Statement of Rights and Responsibilities (https://www.facebook.com/legal/terms, the "SRR"), and your use of the custom audiences feature (including your use of data) is deemed part of your use of, and actions on, "Facebook." In the event of any express conflict between these Custom Audiences Terms and the SRR, these Custom Audiences Terms will govern solely with respect to your use of the custom audiences feature and solely to the extent of the conflict. Facebook reserves the right to monitor or audit your compliance with these terms and to update these terms from time to time.
Payment Terms. Customer accounts are due and payable in full by the due date shown on the invoice or as otherwise agreed in writing by Needls. All customer accounts must be fully paid in advance in order to run any advertising campaign through the Service. Customers can choose a fixed term advertising campaign or an ongoing advertising campaign with no specific end date. Campaigns with an advertising budget of $100 or less per week require a minimum commitment of four weeks (28 days) fees with the initial 4 weeks paid up front. Fees for ongoing campaigns with budgets of $100 or less per week are automatically collected the day before the following 4 week period of the advertising campaign, in perpetuity until cancellation.
Campaigns with an advertising budget greater than $100 per week require a minimum commitment of one week (7 days) fees. Fees for ongoing campaigns with budgets greater than $100 are automatically collected the day before the following one week period of the advertising campaign, in perpetuity until cancellation. Non-payment of any fees owed may result in suspension or termination of Customer's account, in addition to the pursuit of any other remedies Needls may have at law. Customer further agrees to maintain accurate and up to date information pertaining to Customer's payment method. On top of the monthly fee (which is auto-renewed monthly) for the services provided, the Website increases the cost per click or cost per impression that advertising networks charge by a certain percentage. When a customer identifies their weekly advertising budget to the website, they acknowledge that a certain percentage of that budget will be paid to Needls and the remaining amount will be paid to the online advertising networks. Weekly Advertising Budget changes and Network Changes could be subject to administration fees.
Sleep Mode. If upon the renewal of their monthly fee, a customer does not have a live or active campaign and the customer is not subscribed to the Needls.Engage Service, then the customer's account will automatically go into Sleep Mode and will bill at $20/month rather than the $100/month platform fee. Sleep mode is put in place to ensure the customer's account is still live with all of their statistics, optimization history, conversion history and targeting in tact for when they want to resume a campaign. Should a customer launch a new campaign or unpause a previously active campaign, the customer account will come out of Sleep Mode and get billed the $100/month on a pro-rated basis.
No Refunds: It is Needls policy not to provide refunds after customers have purchased a weekly advertising campaign. In using this service you acknowledge and agree that should you suspend or terminate your advertising campaign before the end of the campaign term, you will be provided with a credit on your account, equivalent to the remaining days you paid for the campaign, but are not entitled to a refund of any monies already paid by you to Needls. The balance of any customer credit can be applied either to re-commence the same campaign that was previously suspended, or to an entirely new advertising campaign. Credits will expire one (1) year after they appear on your account and thereafter cannot be applied to any campaign or Needls service.
Customer Data. All information supplied by Customers ("Customer Data"), is the sole responsibility of such Customers. Customers are responsible for protecting their passwords, information and any content supplied to Needls in the course of their use of the service. Under no circumstances will Needls be liable for Customer Data, including, but not limited to, for any errors or omissions or for any loss of Customer Data.
In using the Website and/or Service, you shall not:
impersonate any person or entity or misrepresent their affiliation with a person or entity;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
collect or store personal data about other users or viewers without their consent;
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website or Service; or
modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service or any software provided as part of the Website, except to the extent the foregoing restrictions are expressly prohibited by applicable law.
You also agree not to access the Website in a manner that utilizes the resources of the Website more heavily than would be the case for an individual person using a conventional web browser. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.
Currency. Any metrics in the Service and charges for the Service are in United States Dollars.
Commercial Electronic Messages. By registering to use the Service, you represent and warrant that you will not use any information derived from the Service to transmit any commercial electronic messages in violation of any applicable laws or regulations. It is your sole responsibility to ensure that you comply with all applicable laws and regulations regarding commercial electronic messages, including without limitation Canada's Anti-Spam Legislation and the United States CAN-SPAM Act. We reserve the right to monitor your account and/or investigate any complaints that you are using information obtained from the Service to send commercial electronic messages in violation of any applicable laws and/or regulations, and to suspend and/or terminate your access to the Service if in our sole discretion we determine that you have used information derived from the Service to send commercial electronic messages without complying with the applicable laws and/or regulations.
Feedback. If you provide Needls with any suggestions, comments or other feedback relating to any aspect of the Website and/or Service ("Feedback"), Needls may use such Feedback in the Website, Service or in any other Needls products or services (collectively, "Needls Offerings"). Accordingly, you agree that: (a) Needls is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Needls, (c) Needls (including all of its successors and assigns and any successors and assigns of any of the Needls Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Needls Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from Needls or anyone else in respect of the Feedback.
Advertising. You acknowledge and agree that the Website may contain advertisements. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, You acknowledge and agree that such dealings are solely between you and such advertiser and you further acknowledge and agree that Needls shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings. You shall be responsible for obtaining access to the Website and acknowledge that such access may involve third-party fees (such as Internet service provider access or data fees). You shall be solely responsible for any such fees and also for obtaining any equipment that is required to access the Website. It is your responsibility to ascertain whether any information or materials downloaded from the Website are free of viruses, worms, Trojan Horses, or other items of a potentially destructive nature.
Links & Third-Party Websites. This Website may contain links to other websites that are not owned or controlled by Needls. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Needls of that third party, third party product or service. Needls is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website of a link to any other website(s) does not imply that Needls endorses or accepts any responsibility for the content or use of such websites, and you hereby release Needls from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE, AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED "AS IS." NEEDLS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. NEEDLS DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE, OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND NEEDLS SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL NEEDLS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR THE SERVICE (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF NEEDLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, NEEDLS'S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU'VE PAID NEEDLS IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
Availability & Updates. Needls may alter, suspend, or discontinue this Website and/or the Service at any time and for any reason or no reason, without notice. The Website and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons.
Security. Information sent or received over the Internet is generally unsecure and Needls cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. Needls will not be liable for any loss or damage arising from your failure to comply with these requirements.
Last Updated: December 10 2015