Effective as of June 17th, 2019

Welcome to Perpetua!

Perpetua Labs Inc. ("Perpetua") develops and operates a cloud-based ad management and analysis platform ("Platform"). Our platform makes it easy for customers of Perpetua ("Customers") to manage and optimize their digital ad campaigns across multiple ad networks including but not limited to those managed by Amazon, Google and Facebook.

This document, the Perpetua Terms of Service ("Terms"), outlines the terms regarding your use of our platform. These terms are a legally binding contract between you and Perpetua so please read carefully. If you do not agree with these Terms, please do not register for or use any of our services.

By using our platform via any websites, applications, mobile applications, software or other properties operated by Perpetua Labs or by registering for a Perpetua account ("Services"), you are agreeing to be bound by these Terms.

If you are accessing the Platform on behalf of an organization, you are agreeing to these Terms for that organization and promising to Perpetua that you have the authority to bind that organization to these Terms.

Privacy

In order to operate our Services and maintain contact with Customers, Perpetua collects, maintains and uses certain personal information. How we collect, use, store and protect this information is detailed in our Privacy Policy. You acknowledge that your use of our Services is subject to this privacy policy.

Changes to These Terms

We reserve the right to modify these Terms. We will post the most current version of these terms at perpetua.io. If we make any material changes to these terms, we will notify you via email to the address associated with your account. If you do not accept these changes you must stop using the Platform and cancel your account by emailing hello@perpeuta.io. Your continued use of the Platform after we publish or send notice about changes to these Terms means that you are consenting to the updated terms.

Your Account

Use of the Platform requires you to create an account by completing a registration form and designating an email and password. You are responsible for any content that you upload, post or otherwise transmit via the Platform. Only you may use your Perpetua account and you are responsible for your account. If you become aware of any unauthorized use of the Platform or your account, please contact hello@perpetua.io.

Perpetua reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

Services and Support

The general service descriptions and specifications of our Platform and the applicable price list can be found on our website at perpetua.io and in our mobile applications. Broadly, the Platform manages, measures, and optimizes digital advertising sales through algorithmically-driven copywriting, targeting and conversion optimization on behalf of the Customer, based on goals set by the customer in the apps.

The main service that Perpetua provides is access to our software Platform and Services via the Internet through our website or mobile apps. Subject to these terms, Perpetua will use commercially reasonable efforts to provide the Customer the Services. Any other services including support are only provided as accompanying services after prior agreement. Perpetua may but is not obliged to provide any support services to Customers unless obliged to by law.

The Customer recognizes that Perpetua is designed to act as the exclusive digital marketing and technology solution in relation to Amazon.com and affiliated sites and that engaging any other third parties or software solutions to carry out services that are the same or similar to the Services provided by Perpetua may prevent Perpetua from providing the Customer the Service.

Each Customer may create its own account for use of the Platform. Perpetua will grant the Customer through this account, the contractually agreed access to use the Platform and Services.

Perpetua may extend the platform with additional software features at any time, adapt and improve features and introduce additional security measures at any time.

Certain features that Perpetua offers in the Platform depend on data provided by Amazon and other sources. It is possible that Perpetua may need to change or reduce functionality as a consequence of changes to the data made available by Amazon. If such a change is required and such change significantly impedes the Customer's ability to use Perpetua's platform, an extraordinary right to terminate its subscription will be provided.

Details on the prices, terms of agreement and scope of access to the Platform granted to Customers may also be agreed to in individual contracts between the parties. These terms apply in addition to the more general terms of this Terms of Service. In the case of contradictions between the individual contracts and these terms, the provisions of the individual contracts take precedence.

Restrictions and Responsibilities

Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Perpetua or authorized within the Services); use the Services or any Software for time sharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

You agree you will not, nor will you encourage others or assists others to, harm the Services or use the Services to harm others. For example, you must not use the Services to harm, threaten, or harass another person, organization or Perpetua and/or to build a similar service or website. You must not: (a) damage, disable, overburden, or impair the Service (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Perpetua) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to violate any law of distribute malware or malicious Content; or (g) distribute, post, share information or Content you don’t have the right to or is illegal.

Suspension and Termination of the Service

We reserve the right to suspend or terminate your access to the Service at any time in our sole discretion if we believe you have violated these Terms or the Restrictions and Responsibilities terms in section 5.

By registering with Perpetua you understand that we may send you, including via email, information regarding the Platform including notices about your use of the Platform, updates to the services including new products or features, promotional materials. Your message settings can be controlled with the web and mobile applications or you can unsubscribe by following instructions in the message.

Notices emailed to you concerning your account will be considered given and received when the email is sent. If you don't consent to receiving notices electronically (not including promotional materials), you must stop using the Services.

Content

Any electronic documents, images or strings uploaded or entered into your account by you is considered "Content". All Content uploaded into your account is yours. You are responsible for all content you upload to your Perpetua account and making sure you have all the rights you need to the Content. By storing using or transmitting Content you cannot and will not violate any law or these terms.

In some cases content (images, strings, keyword lists, etc) uploaded to Perpetua may be propagated to Amazon's advertising networks or other marketing platforms at your instruction. In these cases, your content will be subject to the terms and rules of those platforms. Although our Platform may provide some assistance in validating content before submission to these platforms, it is ultimately your responsibility to ensure that you are not violating any content guidelines of those sites and we assume no responsibility for issues that may arise as a result of your uploaded content to other platforms via Perpetua's integrations.

Content Storage

The Services are provided from the United States. By using and accessing the Services, you understand and agree to the storage of Content and any other personal information in the United States. However, you understand that you (or other people that you collaborate with) can access the Services (including Content) from outside of the United States (subject to applicable law) and that nothing prohibits the processing of other information outside of the United States.

Perpetua respects the intellectual property of others and will respond to notices of alleged copyright infringement that comply with the law. We reserve the right to delete or disable Content alleged to violate copyright laws or these Terms and reserve the right to terminate the account(s) of violators.

If you believe there has been a violation of your intellectual property rights, please contact us at hello@perpetua.io.

Data Access

The Customer is obliged to provide Perpetua will all the data necessary for performance of the services as contractually agreed upon.

The data will usually by delivered by connecting the advertising and or retail accounts of the Customer (e.g. Amazon MWS, Amazon Seller Central, Amazon AMS, Amazon Advertising API) to the Customer's Organization account on the Platform via an application programming interface (API). This linking will give the Platform access to the available advertising and/or retail sales data to allow its analysis. Once an account has been connected to the Perpetua platform, advertising and retail sales data will be synced to Perpetua’s databases on an ongoing basis, regardless of whether the Customer is currently a paid subscriber, until such time that the Customer revokes API access or that the Customer requests the deletion of their account. Instructions to delete a Perpetua account are available here.

The data supplied by the Customer for analysis may not violate any laws or infringe on the rights of third parties. In the event of a violation, Perpetua may suspend the Customer's access to the Platform.

The customer grants Perpetua the required rights to use the provided data for the purpose of analysis to provide the Service in accordance with these terms.

Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Perpetua includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Perpetua to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law. Each Party remains sole owner of the intellectual property rights it owned prior to the execution of the Agreement. Customer authorizes Company to collect, use, analyze and process Customer Data, to combine the Customer Data with Perpetua Data in order to perform the Service for the Customer. Perpetua shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, Perpetua shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Perpetua will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

Customer permits Perpetua a royalty-free license to use Customer trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, or similar protection materials in order to perform the Service for the Customer.

Fees

Perpetua offers both free and paid Services. If you choose to subscribe to a paid Service, you agree to pay the fees ("Fees") as quoted to you when you purchase that Service. Fees are exclusive of taxes and we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase. You are responsible for all charges related to using the purchased Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency Perpetua quoted at the time of purchase. Perpetua reserves the right to change the eligible currencies at any time.

Perpetua reserves the right to change its prices at any time, however, if we have offered a specific duration and Fee for your use of the Service, we agree that the Fee will remain in force for that duration. After the offer period ends, your use of the Service will be charged at the then-current Fee(s). If you don't agree to these changes, you must stop using the Service and cancel via email to hello@perpetua.io (with cancellation confirmation from a Perpetua representative). If you cancel, your Service ends at the end of your current Service period or payment period, and no refunds for previously paid services will be issued.

If you do not cancel in accordance with these Terms, the subscription for the Service will automatically renew at the then-current price and for the same subscription period. We will charge your credit card on file with us on the first day of the renewal of the subscription period.

Billing and Payment

If you select a paid Service, you must provide us with current, complete, accurate and authorized payment method information (e.g. credit card information). You authorize us to charge your provided payment method for the Services you have selected and for any paid feature(s) that you choose. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) if you have elected a subscription service, on a recurring basis. To the extent Perpetua has not received your payment, in order to bring your account up to date, we may bill you simultaneously for both past due and current amounts. If you do not cancel your account, we may automatically renew your Service(s) and charge you for any renewal term. You understand that failure to pay any charges or fees may result in the suspension or cancellation of your Services.

Subscription Period

You may elect one of the following subscription plans and billing options (please note that there might be only one of these options available depending on the Service purchased):

A monthly subscription plan (“Monthly Subscription Plan”). The subscription period for the Monthly Subscription Plan will be for one month and will automatically renew unless you cancel your Monthly Subscription Plan at least three business days prior to the renewal date. You will be billed on or about the same day each month until such time that you cancel.

An annual subscription plan (“Annual Subscription Plan”). The subscription period for the Annual Subscription Plan will be for one year and will automatically renew each year on the anniversary unless you cancel at least three business days prior to your renewal date. You will be billed annually on or about the same day each year until such time that you cancel. Note that under the Annual Subscription Plan you will not be permitted to cancel or downgrade the Perpetua Service you have selected until the anniversary date. Be aware that you are committing to a one-year plan; if you are not certain, we recommend choosing the Monthly Subscription Plan.

If you select the Monthly Subscription Plan, you can switch to the Annual Subscription Plan at any time. If you select the Annual Subscription Plan, you may not change to the Monthly Subscription Plan until the end of the one-year term of your Annual Subscription Plan.

Governing Law

These Terms shall be governed by the laws of the State of New York without regard to its conflict of laws provisions.