Access to and use of BrandIQ (an online analytics platform, including but not limited to all of its intellectual property rights), its website (www.brandiq.asia) and the services available through BrandIQ (collectively, “BrandIQ”) are subject to the following terms, conditions and notices (the “Terms“).
By using BrandIQ, you are entering into a legally binding agreement with aCommerce Co., Ltd. and its affiliates (hereinafter “aCommerce” “we” or “our”). BrandIQ 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 BrandIQ, whether you directly sign up with us or not. 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 BrandIQ.
This document sets out the Terms between aCommerce and the Client, whose details are set out on the applicable Service Agreement to which these Terms are referenced. These Terms apply in addition to the terms specified in the relevant Service Agreement and are incorporated therein by reference.
We reserve the right, in our sole discretion, to update or revise these Terms from time to time. The continued use of BrandIQ following the posting of any changes to the Terms constitutes acceptance of those changes.
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 these Terms.
1. SCOPE OF USE
1.1 By accessing, using and browsing BrandIQ, you are granted a revocable right to use BrandIQ and you agree to:
1.1.1 access BrandIQ only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to BrandIQ in good faith;
1.1.2 comply with any and all guidelines, notices, operating rules, and policies and instructions pertaining to the use of BrandIQ, as well as any amendments thereto issued by us from time to time; and
1.1.3 ensure that any information or data you post or cause to appear on BrandIQ is accurate and not in breach of confidentiality and intellectual property rights of any third parties.
2.1 You may not use BrandIQ 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 or others.
2.2 Notwithstanding any other rights or restrictions in these Terms, you may not use BrandIQ to transmit via or through BrandIQ any information, data, text, images, files, links, or software except in connection with your authorized use of BrandIQ or otherwise in response to specific requests for information by us; Introduce to BrandIQ or any other computer or website viruses, worms, Trojan horses and/or harmful codes; Obtain unauthorized access to any computer system; Impersonate any other person, including but not limited to, a registered user of BrandIQ or an employee or administrator of aCommerce; Invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; Misrepresent the identity of a user or use a false e-mail address; Tamper with or obtain access to BrandIQ or any component of BrandIQ; Conduct fraudulent activities; Collect or harvest information regarding other users of BrandIQ for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.
3. INTELLECTUAL PROPERTY
3.1 The Client acknowledges the exclusive right of aCommerce in and to all copyright, 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 BrandIQ, 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 BrandIQ and all other materials covered by these Terms (“Intellectual Property Rights”). aCommerce hereby grants the Client a non-exclusive, non-transferable license to use its Intellectual Property Rights in BrandIQ solely for the purpose intended pursuant to these Terms.
3.2 The Client shall 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 BrandIQ or its data;
3.2.2 sublicense, lease, rent or loan BrandIQ or its data;
3.2.3 transfer BrandIQ or its data to any other third party;
3.2.4 provide the use of BrandIQ 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 BrandIQ; or
3.2.6 remove, modify or obscure any identification or proprietary or restrictive rights, marking or notice from BrandIQ or its data.
3.3 The Client shall, where relevant, submit all of its materials containing aCommerce’s Intellectual Property Rights to aCommerce for prior approval. The Client remains fully responsible for such materials and their content as well as compliance with all laws. All other names, logos, products and service names, designs and slogans on BrandIQ are the intellectual property of their respective owners.
3.4 The Partner may only use aCommerce’s Intellectual Property Rights in connection with BrandIQ and always in strict accordance with specifications and directions supplied by or on behalf of aCommerce. The Client agrees 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 Client shall inure to the benefit of aCommerce. aCommerce may, with its absolute discretion, permit Client to use such Intellectual Property Rights for the purpose of these Terms.
4. SCOPE OF BRANDIQ
4.1 The services on BrandIQ as well as all information, products, content and other services included are made available to the Client on an “as is” basis, unless specified in writing.
4.2 aCommerce shall provide a specified number of user accounts to the Client, as provided from time to time. The user accounts shall only be used by the Client or Client’s 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 laws of Thailand, whichever is higher.
5.3 Additionally, aCommerce reserves its rights to suspend its services until the full payment of portion of Client’s 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 the responsibility of the Client.
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 Client 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 BrandIQ, and any service or material that aCommerce provides on BrandIQ, at its sole discretion and without notice. aCommerce will not be liable if for any reason all or any part of BrandIQ is unavailable at any time or for any period.
6.2 From time to time, aCommerce may restrict access to some parts of BrandIQ, or the entire BrandIQ 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;
6.3.1 Disable any user name, password or other identifier, whether chosen by the Client or provided by aCommerce, at any time at its sole discretion for any or no reason, including if, in aCommerce’s opinion, the Client has violated any terms and conditions of the Terms.
6.3.2 Block, ban, deactivate, refrain or take any action to temporarily/permanently suspend the Client account on BrandIQ without further notice if aCommerce believes that the Client has violated all or part these Terms.
6.3.3 Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of BrandIQ 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 BrandIQ. The Client waives and indemnifies aCommerce, licensors and service providers from any claims resulting from any action taken by the company/any of the foregoing parties during or as a result of its investigations and from any actions taken as a consequence of investigations by either the company/such parties or law enforcement authorities. However, aCommerce does not undertake to review material before it is posted on BrandIQ, 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.
6.5 aCommerce shall provide BrandIQ for Clients who accept these Terms and abide by all the terms of service provided herein
6.6 aCommerce shall not share any data collected from the Client’s Seller Center on marketplaces or its webstores to any third-party without receiving prior consent from the Client.
7. CLIENT RESPONSIBILITIES
7.1 The Client shall provide certain registration details for the user accounts or other information as required by aCommerce to use features of BrandIQ. The Client guarantees that the information of the Client provided to aCommerce for the use of BrandIQ is correct, current and complete and up to date.
7.2 The Client shall adhere to the conditions of using BrandIQ as set out by aCommerce in these Terms.
7.3 The Client shall ensure that all persons who have access to Client’s account on BrandIQ either through the Client’s internet or any network connection are aware of these Terms and comply with them. The Client shall be wholly responsible for access to its own account. aCommerce shall not be held liable for any damages caused by or on the Client’s account.
7.4 The Client agrees to provide personal information to aCommerce for registration on BrandIQ. This personal information is only to be used for the Brand IQ account creation.
7.5 The Client may choose to integrate its marketplace’s seller center or webstore with BrandIQ by electronically accepting the approval for integration on BrandIQ.
7.6 Pursuant to clause 7.5 above,the Client shall grant aCommerce an access to its seller center on marketplace or webstore for aCommerce to process the data and made available on BrandIQ.
8. CONFIDENTIAL INFORMATION
8.1 The Client acknowledges that the Client account is personal to the Client and agrees not to provide any other person with access to BrandIQ or portions of it using the Client’s username, password or other security information.
8.2 The Client also acknowledges that the Client must treat all private information gathered from aCommerce or BrandIQ as confidential and the Client must not disclose it to any other person or entity or third-party without the prior written consent from aCommerce.
8.3 The Client agrees to notify aCommerce immediately of any unauthorized access to or use of its user name or password or any other breach of security. The Client also agrees to ensure that the Client shall exit or sign out from the member account at the end of each session. The Client 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.
8.4 aCommerce shall not be liable for any loss or damage arising from the Client’s failure to comply with the above requirements. aCommerce shall not be liable for any data privacy law violation arising from the Client’s failure to comply with the above requirements.
9. DATA PRIVACY AND DATA BREACH
9.1 Data Accuracy – Client acknowledges that BrandIQ 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 data breach by the Client or if Client voluntarily shares any information that is not required to be shared under these Terms.
10. INDEMNIFICATION AND LIABILITY
10.1 The Client 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 the Client’s violation of these Terms or the Client’s use of BrandIQ, including but not limited to Client’s content, any use of BrandIQ’s content, services and products other than as expressly authorized in these Terms or the Client’s use of any information obtained from BrandIQ.
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 the Client 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.
11.1 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 BrandIQ. The services on BrandIQ 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 BrandIQ at your sole risk.
11.2 By using BrandIQ, the Client represents and warrants that the Client has the right, authority and capacity to enter into these Terms. If the Client does not meet all of these requirements, the Client must not access or use BrandIQ.
11.3 aCommerce makes no claims that BrandIQ or any of its content is accessible or appropriate based on the domicile of the Client. Access to BrandIQ may not be legal for certain persons or in certain countries. If the Client accesses BrandIQ, the Client does so on its own initiative and as such, shall be responsible for compliance with local laws.
12. TERM AND TERMINATION
12.1 aCommerce shall provide BrandIQ services as set out in the Service Agreement and as purchased by the Client through BrandIQ for 12 months from the Effective Date (the “Term”); provided, that the Term shall be automatically extended for succesive 12-month periods thereafter, unless no later than thirty (30) days prior to the expiration of the Term, or any such successive one-year renewal period, the Client shall provide aCommerce written notice of its desire not to extend the Term. For the avoidance of doubt, any purchases made through BrandIQ shall run coterminous with those set out in a Service Agreement.
12.2 In the event that the Client terminates the Terms prior to the end of the applicable subscription period, the Client 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, the Client may upgrade the package or expand the scope of work, subject to additional Fees as determined by aCommerce from time to time.
12.4 The Client 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.
aCommerce has the right to terminate or suspend the Client’s access to all or part of BrandIQ for any or no reason, including without limitation, any violation of these Terms. aCommerce will not have any liability whatsoever to the Client for any termination of these Terms, including for termination of the Client’s member account or deletion of the Client’s content. aCommerce will not be liable to the Client 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.
All formal communications between aCommerce and Clients shall be executed in English through the following electronic mail.
The Client shall provide their electronic mail address on their account on BrandIQ. This address is the only address where correspondence shall be sent from and received with regards to the contractual relationship between the Client and aCommerce.
Electronic mail sent and received in the above address shall be deemed to have been formally and properly received and posted. Clients 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 Client nor aCommerce shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond either Client’s 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.
Last Updated : 28 April 2021