BrandIQ is an online marketplace analytics platform, provided by aCommerce, which enables brands to view performance on the marketplace.
By accessing, using and browsing this platform, you completely and unequivocally acknowledge that you have read, understood and agree to be bound by, and shall be deemed to have accepted, these Terms and Conditions, and to comply with all applicable laws, rules and regulations. If you do not intend to be legally bound to the terms and conditions of the Agreement, you shall refrain and immediately cease from accessing, using, browsing or otherwise use BrandIQ. aCommerce reserves the right, at any time, to update and change any or all of these terms and conditions, at its sole discretion.
“aCommerce” shall refer to aCommerce Co., Ltd and/or all of its affiliates.
“BrandIQ” shall refer to this online marketplace analytics platform provided by aCommerce, including but not limited to all of its Intellectual Property Rights.
By accessing, using and browsing BrandIQ, you are granted a revocable right to use BrandIQ and you agree to:
- access BrandIQ only for lawful purposes and in a lawful manner at all times and further agree to conduct any activity relating to the platform in good faith;
- comply with any and all guidelines, notices, operating rules, and policies and instructions pertaining to the use of the Services and/or access to the Platform, 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 the Platform in connection with the Services is accurate.
The BrandIQ name, the terms, BrandIQ logo and all related names, logos, product and service names, designs and slogans are trademarks of aCommerce or its Affiliates. The Client must not use such marks without the prior written permission from aCommerce. All other names, logos, product and service names, designs and slogans on BrandIQ are the trademarks of their respective owners.
All intellectual property incurred due to and/or attached to work result, either for the purpose of this Agreement or not, shall remain solely the ownership of aCommere. aCommerce may, with its absolute discretion, permit Client to use such intellectual property for the purpose of this Agreement.
4. BRANDIQ SCOPE DEFINITION
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.
aCommerce shall provide a specified number of user accounts to the Client, as provided under Appendix A. The user accounts shall only be used by the Client or Client’s affiliates or subsidiaries.
5. FEES AND PAYMENT TERMS
All fees payable hereunder are due and payable within thirty (30) days of the date of invoice, unless agreed otherwise in the Quotation. Any amounts not subject to a good faith dispute that are not paid within thirty (30) days of the date of invoice will incur interest at a rate equal to the lower of one percent (1.0%) per month or the highest rate then permitted by laws of Thailand. Additionally, aCommerce reserves its rights to suspend its services until the payment of undisputed portion of Client’s account or bring any legal action to claim the unpaid invoices. All fees and charges referred to herein (including those shown in an Order, an SOW, or any invoice) are exclusive of taxes and any additional tax obligations are the responsibility of the Client. For any future period, aCommerce may increase any or all fees payable hereunder; provided, however, that (i) no fee increase shall become effective until sixty (60) days after aCommerce notifies Client in writing of such fee increase and (ii) each increase shall not exceed aCommerce’s then-current published prices, if any.
6. aCOMMERCE RIGHTS AND RESPONSIBILITIES
- 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.
- From time to time, aCommerce may restrict access to some parts of BrandIQ, or the entire BrandIQ Platform.
- aCommerce will provide an electronically or physically issued Quotation including the following but not limited to, the scope of work required by the Client, the fees associated with such statement of work, and/or any additional conditions agreed upon between both the Parties.Additionally, at its sole discretion, aCommerce has the right to
- 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 Agreement.
- 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 thereof of the terms and conditions of the Agreement.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of BrandIQ.
- 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 and its affiliates, licensees 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.
- aCommerce shall provide the BrandIQ platform for Clients who accept this agreement and abide by all the terms of service provided herein.
- aCommerce shall not share any data collected from Lazada’s Seller Center to any third-party without receiving prior consent from Client.
7. CLIENT RESPONSIBILITIES
- The Client must 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.
- The Client shall adhere to the conditions of using the BrandIQ platform set out by aCommerce in this Agreement.
- 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 the terms and conditions of the Agreement 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.
- The Client must comply with the timeline prescribed in the Quotation. There may be a penalty for late service if services are not rendered as agreed in the Quotation.
- The Client agrees to provide personal information to aCommerce for registration on BrandIQ. This personal information is only to be used to for creation of account on BrandIQ only.
- The Client may choose to integrate Lazada’s Seller Center platform with BrandIQ by electronically accepting the approval for integration on BrandIQ. BrandIQ reserves the right to collect the data from Lazada’s Seller Center to be shown on BrandIQ platform.
8. CONFIDENTIAL INFORMATION
- 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.
- 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.
- 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.
- 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
Data Accuracy – Client acknowledges that BrandIq is programmed to source data from the marketplace and carries no responsibility or liability for the accuracy of data as provided by the marketplace or any inconsistency that occurs owing to any technical glitch at the marketplace.
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 this Agreement.
The Client agrees to 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 the Agreement or the Client’s use of BrandIQ, including, but not limited to Client content, any use of BrandIQ’s content, services and products other than as expressly authorized in the Agreement or the Client’s use of any information obtained from BrandIQ.
aCommerce has made every attempt to ensure the reliability and accuracy of information provided on this platform 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 this platform. 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 the BrandIQ platform at your sole risk.
By using BrandIQ, the Client represents and warrants that the Client has the right, authority and capacity to enter into the Agreement. If the Client does not meet all of these requirements, the Client must not access or use BrandIQ.
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.
The Client shall provide a sixty (60) day notice prior to termination of this agreement. Customer shall pay any fees then owing under this as of the date of termination within thirty (30) days.
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 the Agreement. aCommerce will not have any liability whatsoever to the Client for any termination of the Agreement, including for termination of the Client’s member account or deletion of the Client content. aCommerce will not be liable to the Client or any third-party for termination of any service.
13. WAIVER AND SEVERABILITY
No omission or delay on aCommerce’s part in exercising any or part of its rights under the terms and conditions of the Agreement shall operate as a waiver thereof.
If any provision of the terms and conditions of the Agreement 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 the Agreement 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 the BrandIQ Platform. 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
The Agreement shall be governed by the laws and regulations of Thailand.