Terms and Conditions
Updated version: 1 January 2024
INTRODUCTION
Access to and use of EcommerceIQ (an online analytics platform, including but not limited to all of its intellectual property rights), its website (www.ecommerceiq.asia) and the services available through EcommerceIQ (collectively, “EcommerceIQ”) are subject to the following terms, conditions and our Privacy Policy notices (the “Terms”).
By using EcommerceIQ, You are entering into a legally binding agreement with aCommerce Group Public Co., Ltd. and its subsidiaries (hereinafter “aCommerce” “We” or “Our” or “Us”). EcommerceIQ is hosted by aCommerce and operates as an online analytics platform, which enables brands to view performance on the online sales channels (i.e., marketplace, webstore). For the purposes of these Terms, the “Client” or “You” shall mean any user of EcommerceIQ, whether you directly sign up with us or not. A reference to You or the User is a reference to a user of any of EcommerceIQ. You and aCommerce are together referred as “Parties” If You do not intend to be legally bound to the Terms, You shall refrain and immediately cease from accessing, using, browsing or otherwise use EcommerceIQ.
This document sets out the Terms between You and aCommerce a, whose details might be set out and or specify on an additional Service Agreement to which these Terms are referenced. These Terms shall apply in addition to the terms specified in the relevant Service Agreement and are incorporated therein by reference.If any conflicts between these Terms and the terms of the Service Agreement, the latest ones shall prevail.
We reserve the right, in our sole discretion, to update or revise these Terms from time to time. The continued use of EcommerceIQ following the posting of any changes to the Terms constitutes acceptance of those changes.We reserve the right to refuse to provide our services to anyone at any time.
By using EcommerceIQ, You are deemed to have read, understood and accepted to be bound by the Terms and our Privacy Policy and You warrant and represent that you are fully able and competent to enter into and abide by the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with them.
DEFINITIONS
Service Agreement means any additional agreement between the Parties regulating the EcommerceIQ service.
Confidential Information means any information, whether oral or written, relating to the EcommerceIQ service, the business of aCommerce or any affiliaytes and, for the avoidance of doubt, includes Data.
Data means any data You may provide to us via EcommerceIQ platform or as part of the Service Agreement and includes any data we may access from you such as ad campaign data, location data and device data.
Intellectual Property Right means any intellectual property right, regardless of whether registered or not, including any patent, copyright (including moral right and author’s right), database right, know-how or trade secret, whether or not developed or reduced to practice, design or industrial design, trademark, service mark, logo, business name, domain name and keyword, and the goodwill associated with them, rights to sue for passing off, in the nature of unfair competition rights, publicity and confidentiality and any other proprietary right, whether relating to tangible or intangible property, applications to register any of the foregoing, rights to take action for past infringements in respect of any of the foregoing, and all rights in the nature of any of the foregoing anywhere in the world.
1. SCOPE OF USE
1.1 By accessing, using and browsing EcommerceIQ, You are granted a revocable right to use EcommerceIQ and You agree to:
- access EcommerceIQ only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to EcommerceIQ in good faith;
- comply with any and all guidelines, notices, operating rules, and policies and instructions pertaining to the use of EcommerceIQ, as well as any amendments thereto issued by us from time to time; and
- ensure that any information or data you post or cause to appear on EcommerceIQ is accurate and not in breach of Confidentiality and/or Intellectual Property Rights of any third parties.
2. PROHIBITIONS
2.1 You may not use EcommerceIQ for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of aCommerce of any third parties.
2.2 Notwithstanding any other rights or restrictions in these Terms, You may not i) use EcommerceIQ to transmit via or through EcommerceIQ any information, data, text, images, files, links, or software except in connection with your authorized use of EcommerceIQ or otherwise in response to specific requests for information by Us; ii) introduce to EcommerceIQ or any other computer or website viruses, worms, Trojan horses and/or harmful codes; iii) obtain unauthorized access to any computer system; iv) impersonate any other person, including but not limited to, a registered user of EcommerceIQ or an employee or administrator of aCommerce;v) invade the privacy or violate any personal or proprietary right (including Intellectual Property Rights) of any person or entity; vi) misrepresent the identity of a user or use a false e-mail address; vii) tamper with or obtain access to EcommerceIQ or any component of EcommerceIQ; viii) conduct fraudulent activities; ix) collect or harvest information regarding other users of EcommerceIQ for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.
3. INTELLECTUAL PROPERTY
3.1 You acknowledge the exclusive right of aCommerce in and to all copyrights, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, rights in EcommerceIQ, domain names and all similar rights and, in each case: whether registered or not including any applications to protect or register such rights and all renewals and extensions of such rights or applications whether vested, contingent or future and wherever existing in EcommerceIQ and all other materials covered by these Terms (“Intellectual Property Rights”). aCommerce hereby grants You a non-exclusive, non-transferable license to use its Intellectual Property Rights in EcommerceIQ solely for the purpose intended pursuant to these Terms.
3.2 Youshall not and shall ensure that other third parties do not:
3.2.1 modify, adapt, alter, translate, copy, perform and display (publicly or otherwise) or create derivative works based on EcommerceIQ or its data;
3.2.2 sell, distribute, sublicense, lease, rent or loan EcommerceIQ or its data;
3.2.3 transfer EcommerceIQ or its data to any other third party;
3.2.4 provide the use of EcommerceIQ or its data in any service bureau, rental or time-sharing arrangement;
3.2.5 reverse engineer, decompile, disassemble or otherwise attempt to device the source code for EcommerceIQ; or
3.2.6 remove, modify or obscure any identification or proprietary or restrictive rights, marking or notice from EcommerceIQ or its data.
3.3 Youshall, where relevant, submit all of its materials containing aCommerce’s Intellectual Property Rights to aCommerce for prior approval. You remain fully responsible for such materials and their content as well as compliance with all the relevant laws and regulations. All other names, logos, products and service names, designs and slogans on EcommerceIQ are the intellectual property of their respective owners.
3.4 You may only use aCommerce’s Intellectual Property Rights in connection with EcommerceIQ and always in strict accordance with specifications and directions supplied by or on behalf of aCommerce. You agree that the ownership of aCommerce’s Intellectual Property Rights and the goodwill relating thereto shall remain vested in aCommerce and all use thereof by the You shall inure to the benefit of aCommerce. aCommerce may, with its absolute discretion, permit You to use such Intellectual Property Rights only for the purpose of these Terms.
4. SCOPE OF ECOMMERCEIQ
4.1 The services on EcommerceIQ as well as all information, products, content and other services included are made available to Yout on an “as is” basis, unless specified in writing.
4.2 aCommerce shall provide a specified number of user accounts to You as provided from time to time. The user accounts shall only be used by the You or Yours affiliates or subsidiaries.
5. FEES AND PAYMENT TERMS
5.1 All fees payable hereunder are due and payable within thirty (30) days of the date of invoice (the “Fee”), unless agreed otherwise in the Service Agreement.
5.2 Any amounts that are not paid within thirty (30) days of the date of invoice will incur interest at a rate equal to one percent (1.0%) per month or the highest rate then permitted by the relevant laws, whichever is higher.
5.3 Additionally, aCommerce reserves its rights to suspend its services until the full payment of portion of You account or bring any legal action to claim the unpaid invoices.
5.4 All Fees referred to herein (including those shown in the Service Agreement or any invoice) are exclusive of taxes and any additional tax obligations are Your responsibility.
5.5 For any future period, aCommerce may increase any or all Fees payable hereunder; provided, however, that (i) no fee increase shall become effective until thirty (30) days after aCommerce notifies You in writing of such Fee increase.
6. aCOMMERCE RIGHTS and RESPONSIBILITIES
6.1 aCommerce reserves the right to provide access, withdraw or amend the access to EcommerceIQ, and any service or material that aCommerce provides on EcommerceIQ, at its sole discretion and without any notice. aCommerce will not be liable if for any reason all or any part of EcommerceIQ is unavailable at any time or for any period.
6.2 From time to time, aCommerce may restrict access to some parts of EcommerceIQ, or the entire EcommerceIQ Platform.
6.3 aCommerce will provide an electronically or physically issued Service Agreement including the following but not limited to, the subscribed products, Fees and/or any additional conditions agreed upon between both parties. Additionally, at its sole discretion, aCommerce has the right to;
a) disable any user name, password or other identifier, whether chosen by You or provided by aCommerce, at any time at its sole discretion for any or no reason, including if, in aCommerce’s opinion, You have violated any terms and conditions of the Terms;
b) block, ban, deactivate, refrain or take any action to temporarily/permanently suspend Your account on EcommerceIQ without further notice if aCommerce believes that You have violated all or part these Terms;c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of EcommerceIQ or its data.
6.4 Without limiting the foregoing, aCommerce has the right to fully cooperate with any law enforcement authorities or court order requesting or directing the disclosure of the identity or other information of anyone posting any materials on or through EcommerceIQ. You waive and indemnify aCommerce, licensors and service providers from any claims resulting from any action taken by any parties during or as a result of its investigations and from any actions taken as a consequence of investigations by any parties or law enforcement authorities. However, aCommerce does not undertake to review material before it is posted on EcommerceIQ, any social media channels or the internet, and therefore cannot ensure prompt removal of objectionable material. Accordingly, aCommerce assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. aCommerce has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
aCommerce shall not share any data collected from Your Seller Center on marketplaces or its webstores to any third-party without receiving prior consent by You.
7. CLIENT RESPONSIBILITIES
7.1 You shall provide certain registration details for the user accounts or other information as required by aCommerce to use features of EcommerceIQ. You guarantee that the information You provide to aCommerce for the use of EcommerceIQ is correct, current and complete and up to date.
7.2 You shall adhere to the conditions of using EcommerceIQ as set out by aCommerce in these Terms.
7.3 Youshall ensure that all persons who have access to Your account on EcommerceIQ either through the Your internet or any network connection are aware of these Terms and comply with them. You shall be wholly responsible for access to Your own account. aCommerce shall not be held liable for any damages caused by or on the Your account.
7.4 You agree to provide personal information to aCommerce for registration on EcommerceIQ. This personal information shall be used only for the Brand IQ account creation and regulatory purposes in accordance with the relevant Personal Data regulations
7.5 Youmay choose to integrate its marketplace’s seller center or webstore with EcommerceIQ by electronically accepting the approval for integration on EcommerceIQ.
7.6 Pursuant to clause 7.5 above,You shall grant aCommerce an access to its seller center on marketplace or webstore for aCommerce to process the data and made available on EcommerceIQ.
8. CONFIDENTIAL INFORMATION
8.1 You acknowledge that Your account is personal and agree not to provide any other person with access to EcommerceIQ or portions of it using the Your username, password or other security information.
8.2 You t also acknowledge to treat all private information gathered from aCommerce or EcommerceIQ as confidential and not disclose it to any other person or entity or third-party without the prior written consent from aCommerce.
8.3 You agree to notify aCommerce immediately of any unauthorized access to or use of its user name or password or any other breach of security. You also agree to ensure that You shall exit or sign out from the member account at the end of each session. You should use particular caution when accessing the member account from a public or shared computer so that others are not able to view or record the password or other personal information.
8.5 aCommerce shall not be liable for any loss or damage arising from Your failure to comply with the above requirements. aCommerce shall not be liable for any data privacy law violation arising from Your’s failure to comply with the above requirements.
9. DATA PRIVACY AND DATA BREACH
9.1 Data Accuracy – You acknowledge that EcommerceIQ is programmed to source data from a marketplace or webstore and carries no responsibility or liability for the accuracy of data as provided by the marketplaces and the webstores or any inconsistency that occurs owing to any technical glitch at the marketplaces or the webstore.
9.2 Data Breach – aCommerce shall have no responsibility or liability whatsoever for any of Your data breach or if You voluntarily share any information that is not required to be shared under these Terms.
10. INDEMNIFICATION AND LIABILITY
10.1 You shall defend, indemnify and hold harmless aCommerce, its affiliates, licensors and service providers, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to Your violation of these Terms or Your use of EcommerceIQ, including but not limited to Your content, any use of EcommerceIQ’s content, services and products other than as expressly authorized in these Terms or Your use of any information obtained from EcommerceIQ.
10.2 Each party’s liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with these Terms shall not extend to any loss of profits; loss of business opportunity; loss of goodwill; loss or corruption of data; loss of anticipated savings; or any special, indirect or consequential loss or damage whatsoever, even if a party was advised of the possibility of such damages.
10.3 Subject to clause 10.2 inclusive aCommerce’s total liability to Yout in aggregate (whether in contract, tort or otherwise) for any and all claims relating to or arising under these Terms, including any indemnity or contribution, shall be limited to the total Fees due or payable under these Terms during the twelve (12) month period prior to the date on which any such claim arose.
10.4 The Parties do not exclude or limit their liability to each other for fraud, death or personal injury caused by any negligent act.
11. WARRANTY
11.1 aCommerce has made every attempt to ensure the reliability and accuracy of information provided on BradIQ but as such, this information is provided without warranty of any kind. aCommerce does not and will not accept liability or responsibility of any manner for the completeness, accuracy, content, legality, or reliability for the information on EcommerceIQ. The services on EcommerceIQ as well as all information, products, content and other services included are made available to you on an “as is” basis, unless specified in writing. You agree that you use EcommerceIQ at your sole risk.
11.2 By using EcommerceIQ, You represent and warrant that You have the right, authority and capacity to enter into these Terms. If You do not meet all of these requirements, You must not access or use EcommerceIQ.
11.3 aCommerce makes no claims that EcommerceIQ or any of its content is accessible or appropriate based on Your domicile. Access to EcommerceIQ may not be legal for certain persons or in certain countries. If Youaccesse EcommerceIQ, You do so on Your own initiative and as such, shall be responsible for compliance with local laws.
12. TERM AND TERMINATION
12.1 aCommerce shall provide EcommerceIQ services purchased by You through EcommerceIQ platform for 12 months from the Effective Date (the “Term”) or for any other the Term as might set out in the additional Service Agreement agreed between the Parties; provided, that the Term shall be automatically extended for successive 12-month periods thereafter or for another , unless no later than thirty (30) days prior to the expiration of the Term, or any such successive one-year renewal period, t You shall provide aCommerce written notice of its desire not to extend the Term. For the avoidance of doubt, any purchases made through EcommerceIQ shall run coterminous with those set out in these Terms or any any additional Service Agreement.
12.2 In the event that You terminate the Terms prior to the end of the applicable subscription period, You shall pay any Fees then owing under these Terms and for any months remaining of the subscription period within 30 days from the termination date.
12.3 During the Term of the Service Agreement, You may upgrade the package or expand the scope of work, subject to additional Fees as determined by aCommerce from time to time.
12.4 You shall be entitled to degrade the current package or decrease the scope of work by providing a written notice to aCommerce 30 days upon the end of the current subscription period. Such modification shall become effective on the following subscription period.
12.5 aCommerce has the right to terminate or suspend Your access to all or part of EcommerceIQ for any or no reason, including without limitation, any violation of these Terms. aCommerce will not have any liability whatsoever toward You for any termination of these Terms, including for termination of Your member account or deletion of Your content. aCommerce will not be liable towards You or any third-party for termination of any service.
13. WAIVER AND SEVERABILITY
13.1 No omission or delay on aCommerce’s part in exercising any or part of its rights under the terms and conditions of these Terms shall operate as a waiver thereof.
13.2 If any provision of the terms and conditions of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect.
14. COMMUNICATIONS
14.1 All formal communications between You and aCommerce shall be executed in English through the following electronic mail.
14.2 You shall provide their electronic mail address on their account on EcommerceIQ. This address is the only address where correspondence shall be sent from and received with regards to the contractual relationship between You and aCommerce.
14.3 Electronic mail sent and received in the above address shall be deemed to have been formally and properly received and posted.You cannot claim to not have received or not acknowledge a certain email that has been sent or received in the address above.
15. FORCE MAJEURE
Except for payment obligations, neither You nor aCommerce shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond either Your or aCommerce’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labour disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
16. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by the laws and regulations of Thailand.
17. MISCELLANEOUS
17.1 Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation You have to indemnify us, any limitations on our liability, any terms regarding ownership or Intellectual Property Rights.
17.2 Neither these Terms, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or granting a franchise between You and aCommerce.
17.3 aCommerce may assign or novate all or part of our rights under these Terms provided We ensure that your rights under these Terms of Use are not prejudiced. You may not assign or novate your rights or liabilities under these Terms without our prior written consent.
18. GOVERNING LAW AND JURISDICTION
These Terms shall be governed by the laws and regulations of Thailand.