PPC Samurai General Terms and Conditions of Use
The following general terms and conditions (Terms) form a legally binding agreement between You and Us in relation to Your access to, and use of, the Platform, the Website and the Services (collectively and individually, PPC Samurai). You should read these Terms carefully. By clicking ‘agree’ or accessing or using PPC Samurai (which includes this version and any other update, feature or future version of PPC Samurai that We may provide), You acknowledge that You have read, understood and agree to be bound by these Terms. If You do not accept these Terms, You must refrain from accessing or using PPC Samurai. Definitions for certain capitalised terms are set out at the end of these Terms.
By using PPC Samurai You represent and warrant that You are at least 18 years old and that, in any case, You have the permission of a parent or guardian if You are less than 18 years old. Parents and guardians of Users under the age of 18 must read and agree to be bound by these Terms and agree to be responsible for such use of the Services. If You are accepting these Terms on behalf of a company, organisation, association or agency as its authorised legal representative, then You represent and warrant that You have the power and authority to bind such company, organisation, association or agency to these Terms.
2. Access and registration
Access to PPC Samurai is permitted on a temporary basis, and We reserve the right to suspend, withdraw, discontinue or amend all or any part of PPC Samurai without notice. We will not be liable if, for any reason, PPC Samurai is unavailable at any time or for any period. From time to time, We may restrict access to all or any part of PPC Samurai. You are responsible for making all arrangements necessary for You to have access to PPC Samurai.The use of all or certain parts of PPC Samurai may require You to register with Us or open an account. To do so, You must complete the registration process in the manner described on Our Website and/or the Platform. By registering with Us, You represent and warrant that all information You provide is accurate and up to date and does not infringe any person’s rights. You must also update Your details if any of them change.You agree that We may communicate with and provide notices to You, including by providing push notifications or banner notifications on the Website or the Platform or by contacting You using any contact details that You have provided Us. Registration is non-transferable. You are responsible for all of the activities that occur under Your account and You must ensure that all persons who use PPC Samurai with respect to Your account (such as any Authorised Persons) have read, and comply with, these Terms. You should carefully choose Your password and user name and protect them from unauthorised use. Please let Us know immediately of any unauthorised use of Your account or any other breach of security. We are not liable for any loss if someone else uses Your password or account.Third party facilities, (including Google AdWords or Microsoft adCenter and other software programs), may be necessary or appropriate for access to or use with PPC Samurai (this may include, for example, where You register for PPC Samurai using Your Google account). You agree that Your right to make any use of such facilities is governed by the terms of the relevant third party licence/services agreement and not by these Terms.
3. Personal Information
4. Payment terms
Access to, and use of, PPC Samurai or any part or feature of the Services may be subject to certain Fees payable by You, as set out by Us on the Website, the Platform and/or in these Terms. You acknowledge that the continued availability of any part or feature of PPC Samurai or the Services may be conditional upon continued payment of such Fees. You acknowledge and agree We may change Our Fees at any time. We will endeavour to notify You of any changes to the Fees before they come into effect, however this may not always be possible. If You make any payments for Fees with a credit or charge card or an online payment account, You warrant that You are the cardholder or account holder and that the billing information provided is accurate, and You authorise Us to charge the designated credit or charge card or online payment account for the total amount of the Fees, plus any applicable GST. You acknowledge and agree that We may provide Your credit card information to third-party payment processors in connection with the Services (such as Stripe). If You register for an ongoing subscription, You authorise Us to charge Your credit card on a reoccurring basis depending on the applicable subscription period.All payments and purchases made in connection with PPC Samurai are in US dollars and are non-refundable. Where applicable, You agree to pay all GST and other similar taxes imposed in connection with the supply of PPC Samurai to You. You are responsible for all internet service provider fees, telecommunication and other charges required for your connection to, or use of, PPC Samurai.
5. Outcomes and use
We have spent a significant amount of time developing and refining PPC Samurai and are confident You will enjoy using it and find it useful. However, We cannot and do not promise or guarantee any specific outcomes from Your use of PPC Samurai, including without limitation with respect to any outcomes that may result, or benefits that may be derived, from the use of PPC Samurai. To the extent permitted by law, We do not make any representations or guarantees about the user experience, quality, or outcomes of any use of, or interactions that are initiated via, PPC Samurai. You acknowledge that PPC Samurai is provided on an “as is” and “as available” basis.You also agree that there are limitations to PPC Samurai’s ability to assist Your business. You agree that PPC Samurai does not detect faulty or aberrant input data, does not take into account all of the matters that should be considered in relation to Your business, and must not be used as a substitute for independent and appropriately qualified advice.
6. Authorised Persons
If You are a Registered User, You may authorise Authorised Persons to use PPC Samurai with respect to Your registered account (such as Your contractors, employees and advisors). You may be able to determine what level of access such Authorised Persons have to PPC Samurai with respect to Your account.If You authorise an Authorised Person, You acknowledge that We may allow that Authorised Person to access Your User Data as required in connection with PPC Samurai. We are not responsible for any disclosure, modification or deletion of Your User Data resulting from any such access by Authorised Persons. You acknowledge and agree that, subject to any applicable written agreement between the Registered User and the Authorised Person, or any other Applicable Laws:• if You are an Authorised Person, You will act in good faith in using or accessing PPC Samurai with respect to the Registered User, including without limitation with respect to any of the Registered User’s User Data;• the Registered User is responsible and liable for all Authorised Persons’ use of PPC Samurai with respect to the Registered User, and agrees to procure that such Authorised Persons have read, and will comply with, these Terms;• the Registered User controls each of their Authorised Persons’ level of access to PPC Samurai with respect to the Registered User at all times and can revoke or change an Authorised Persons’ access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Authorised Person or shall have that different level of access, as the case may be; and• if there is any dispute between a Registered User and an Authorised Person regarding the use of PPC Samurai or access to any Services, the Registered User shall decide what access or level of access to the relevant User Data or Services that Authorised Person shall have, if any. We are not obliged to get involved in, and We have no responsibility or liability with respect to, any dispute between a Registered User and an Authorised Person.
7. Interactions through PPC Samurai with Users and Third Party Suppliers
You acknowledge and agree that You are solely responsible for any interaction, relationship, agreement or arrangements between You and another User or Third Party Supplier and You enter any transaction or dealings with such other Users and Third Party Suppliers at your own risk. Users accept liability for any decision made or action taken in reliance on any information contained or omitted from PPC Samurai. You acknowledge that any transaction or dealing You enter into with another User or Third Party Supplier may be subject to You entering into a separate, binding agreement with that User or Third Party Supplier. You acknowledge and agree that We may enter into commercial agreements or arrangements with Third Party Suppliers from time to time under which We may receive reward from the Third Party Supplier (such as a fee or a commission) based on Your use of PPC Samurai.We are not responsible for resolving or dealing with any disputes, disagreements or matters in relation to any dealings between You and another User or a Third Party Supplier, and we are not obliged to be involved in such disputes, disagreements or matters in any way. If You have a dispute any User or Third Party Supplier, You irrevocably release us (and our directors, employees and agents) and hold us harmless from any and all claims, demands and damages (actual and consequential) of every kind and nature, known or unknown, arising out of or in any way connected with such disputes.You acknowledge that We are not obliged to conduct background checks on Users or Third Party Suppliers or attempt to verify the information, goods or services that they may provide. We will not be liable for any damages or loss that may arise from the conduct of any User or Third Party Supplier in connection with the use of PPC Samurai or any information, goods or services that they may provide to You. By using PPC Samurai , You agree to take reasonable precautions and undertake your own investigations in connection with any and all interactions with other Users and Third Party Suppliers.Third party facilities provided by Third Party Suppliers (including Google AdWords or Microsoft adCenter and other software programs) are necessary for access to or use with PPC Samurai. If any such Third Party Supplier ceases to make their services available to Us on reasonable terms, We may cease providing all or any part of PPC Samurai. We do not accept liability for any damage or loss which You may suffer or incur as a result of such actions.
8. No endorsement
You acknowledge that any information displayed on PPC Samurai or any personalised feedback, advice or discussions that We may provide to You is intended to be general information only and should not be considered professional advice or a recommendation to undertake or refrain from undertaking any particular activities, to acquire any product or service or to otherwise engage in any relationship with another User or Third Party Supplier. You acknowledge that certain information displayed on PPC Samurai may be from third party sources over which We do not have control (Third Party Data Sources). We do not endorse or guarantee the accuracy of any information or Content posted, displayed or made available by Users, Third Party Suppliers or Third Party Data Sources. The displaying of such information or Content on PPC Samurai in no way implies Our endorsement or recommendation of any such information, product or service referred to or promoted in such Content. You acknowledge and agree that You may use and rely on such information and Content at Your own risk in all things and that You will exercise all due care and caution in, and that You are solely responsible for entering into any transaction, arrangement or agreement for the sale, purchase or consumption of information, products and/or services via PPC Samurai.
9. Advertisement information and cookies
10. External sites
In using PPC Samurai, You may come across links or references to external merchants or suppliers (including Third Party Suppliers). Please be aware that We do not make any promises about what they may supply to You. Therefore, any transaction You have with these merchants are between You and these merchants, and We do not get involved. By accessing external Website links to these merchants, suppliers and other sites through PPC Samurai, We do not promise that they are appropriate, that they work or that they are virus free. We accept no responsibility for them or for any loss or damage that may arise from Your use of them.
11. Changes to PPC Samurai and its availability
We may change or improve PPC Samurai at any time. For example, We may develop and distribute updates, enhancements or new features. We may also stop making PPC Samurai available or modify its availability in any way. We are under no obligation to update any material that may be out of date at any given point in time. We will always try to give You notice of any changes to PPC Samurai or its availability before such changes take effect, although this may not always be possible. To the maximum extent permitted by law, We do not accept liability for any damage or loss which You may suffer or incur as a result of such actions.
12. Intellectual Property
We, and Our licensors (as applicable), own all Intellectual Property in PPC Samurai (including any updates, enhancements and new features), and any material published on PPC Samurai. This material includes, but is not limited to, the design, layout, look, appearance, graphics, trade marks, branding and logo. You must not copy, modify, distribute, sell or lease any part of Our Intellectual Property other than in accordance with these Terms. You acknowledge and agree that:• We are the owner or the licensee of all Intellectual Property in PPC Samurai and in any Content published on it by Us. Such works are protected by copyright laws of Australia and treaties around the world. All such rights are reserved.• You may print off one copy, and may download extracts, of any page(s) from Our Website for Your personal use and You may draw the attention of others within Your organisation to Content posted on PPC Samurai. You must not modify the paper or digital copies of any materials You have printed off or downloaded in any way, and You must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text. Except as otherwise permitted in these Terms, You must not share, post or distribute any paper or digital copy of any Content or other PPC Samurai materials (for example, a screenshot) to any person outside of Your organisation without our consent, Our status (and that of any identified contributors) as the authors of Content on PPC Samurai must always be acknowledged. You must not use any part of the Content on PPC Samurai for commercial purposes without obtaining a licence to do so from Our licensors or Us.• If You print off, copy or download any part of PPC Samurai in breach of these Terms, Your right to use PPC Samurai will cease immediately and You must, at Our option, return or destroy any copies of the materials You have made.Subject to and on the terms of these Terms, We grant You a limited, revocable, royalty-free, non-assignable and non-exclusive licence to use Our Intellectual Property in and to PPC Samurai solely to enable You to enjoy the benefits of PPC Samurai as intended by Us under these Terms.
13. User Content
All Intellectual Property in and title to the User Data remains the property of the Registered User. For the avoidance of doubt, any User Data provided by an Authorised Person for or on behalf of the Registered User remains the property of the Registered User. However, Your access to any User Data is contingent upon full payment of all applicable Fees (if any) when due.You are solely responsible for all User Data and we do not endorse any such User Data.You must maintain copies of all User Data and you agree not to rely on PPC Samurai for record-keeping purposes. While We endeavour to adhere to best practice policies and procedures to prevent data loss, We do not make any guarantee that there will be no loss of User Data and We expressly exclude liability for any loss of User Data no matter how caused.If You enable third-party applications for use in conjunction with PPC Samurai or You engage any Third Party Suppliers through PPC Samurai, You acknowledge that We may allow the providers of those third-party applications or Third Party Suppliers to access User Data as required for the interoperation of such third-party applications or services with PPC Samurai. We are not responsible for any disclosure, modification or deletion of User Data resulting from any such access by third-party application providers or Third Party Suppliers.You represent, warrant and undertake to Us that any and all User Data:• does not contravene any applicable laws or violate or infringe any copyrights, trademarks or any other intellectual property rights or rights of third parties, including the rights of publicity or privacy; • does not contain third party copyrighted material, trade marks or material subject to third party proprietary rights (unless You have prior permission from the owner or You are legally permitted to provide such User Data);• is free of Harmful Code; and• otherwise complies with these Terms.You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from a breach of the above representations, warranties and undertakings. We may remove from PPC Samurai or refuse to display anything that we think is inappropriate or breaches these Terms. We may (but We are not bound to) make User Data and any other information (in any form) relevant to Your relationship with Us under these Terms available to any person who provides reasonable evidence to Us of their right to such User Data, including a law enforcement officer, a person representing any professional or industry standards organisation and representatives of any person to whom the User Data pertains.You agree and acknowledge that We have no obligation to retain any information relating to User Data and that all such information may be irretrievably deleted by Us after one month from the date of any suspension, termination or expiry of these Terms.You grant Us a licence to use, copy, transmit, store, and back-up User Data for the purposes of enabling You to access and use PPC Samurai and for any other purpose related to Our provision of Services.You further unconditionally and irrevocably grant to Us, a worldwide, royalty-free, perpetual, irrevocable, transferable, non-exclusive licence (with the right to sub-licence):• to take reasonable steps to anonymise, de-identify and aggregate such User Data (De-Identified Aggregate Data); and• to use, reproduce, copy, adapt, store, distribute, print, display, perform, broadcast, publish, communicate, aggregate, create derivative works, disclose to any person, commercialise and otherwise exploit such De-Identified Aggregate Data for any purpose, including without limitation:o creating new products and services;o using the De-Identified Aggregate Data to enhance Our internal operations, products or services; oro licensing the De-Identified Aggregate Data to third parties for reward.Our licence to use De-Identified Aggregate Data survives termination.
14. Prohibited uses
You agree that You will only use PPC Samurai for lawful purposes. If You send or post information on or using PPC Samurai, You are responsible for anything You send or post. You must not send or post anything that is offensive; infringes any person’s rights; is against any applicable law; or which We think is inappropriate.You must ensure that Your access to and use of PPC Samurai is not illegal or prohibited by any laws which apply to You. By using PPC Samurai, You represent and warrant that You will not:• infringe the rights of any other person, including without limitation any intellectual property rights;• defame another person;• provide false information, misleading or inaccurate information to Us or any other User;• impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity;• post Content that is not accurate, complete or correct or may otherwise mislead or deceive other persons;• disclose another person’s confidential information or otherwise contravene Your privacy obligations or any other person’s privacy obligations;• use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from PPC Samurai for any purpose, including without limitation use on third-party websites;• attempt to probe, scan, or test the vulnerability of PPC Samurai or any associated system or network, or breach security or authentication measures without proper authorisation;• post any Content that is illegal or may constitute or encourage any contravention of any applicable laws by any person;• threaten, offend or abuse another User; or• do anything which is otherwise, in Our view, inappropriate or harmful to PPC Samurai. We may remove from, or refuse to display on, PPC Samurai anything that We think is inappropriate or in breach of these Terms in Our absolute discretion.
15. Security and integrity
You must not violate the security of PPC Samurai in any way. We may suspend or cancel Your account or Your access to PPC Samurai if We suspect any security violation. We may also inform any law enforcement body of any suspected unauthorised or criminal activity. Examples of security violations include:• attempting to gain unauthorised access to any part of PPC Samurai, servers or system infrastructure You were not intended to have access to;• use PPC Samurai in a way that was not intended by Us; • using PPC Samurai for unlawful purposes;• attempting to reverse engineer PPC Samurai or any system or offering provided through it;• interfering with or disrupting (or attempting to interfere or disrupt) any servers or networks connected to PPC Samurai;• sending or storing any harmful code (including, for example, any computer virus, trojan, worm or other code that is harmful or disabling or which assists in or enables unauthorised access to or corruption of data); or• using any feature of PPC Samurai or any other means to send unsolicited commercial correspondence to other Users.
16. Changes to and breaches of these Terms
We may change these Terms at any time (Variation). Before any Variation, We will use reasonable endeavours to notify You of such Variation (which notice may be through the Website and/or the Platform) before the change comes into effect, although this may not always be possible. Where this is not possible, We will endeavour to notify You of any such Variation as soon as reasonably practicable.If You incur detriment as the result of a Variation and You do not agree to the Variation, You may terminate these Terms by giving Us notice in writing to email@example.com within 14 days of receiving notice of the Variation. If You continue using PPC Samurai after a Variation takes effect, You are deemed to have agreed to the Variation.We may investigate any suspected non-compliance with, or breach of, any provision contained in these Terms for any reason. We reserve the right to suspend or terminate Your right to access and/or use any or all of PPC Samurai if We reasonably believe that You are in breach of any provision of these Terms.
17. No representations or warranties
You acknowledge that We make no representation or warranty, whether express or implied, of any kind with respect to PPC Samurai or any site or service accessible through PPC Samurai. We expressly disclaim all express and implied warranties including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
18. Reliance on PPC Samurai
Please note there are many factors beyond Our control that may affect the performance or compatibility of PPC Samurai with certain software or hardware. Except as provided by these Terms, We cannot promise that Your use of PPC Samurai will be uninterrupted or error, bug or defect free or that errors, bugs or defects in PPC Samurai will be corrected. We do not make any guarantee that there will be no loss of User Data and We expressly exclude liability for any loss of User Data no matter how caused. We also cannot promise that the use of PPC Samurai will achieve any particular purpose. While We use reasonable measures to ensure the accuracy and currency of data and information on PPC Samurai, We are not responsible for the data and information supplied to or by Users or third parties (including, without limitation, Third Party Suppliers). We make no guarantee that the data on PPC Samurai is accurate or current. It shall be Your own responsibility to ensure that any products, services or information available through PPC Samurai meet Your specific requirements.
You acknowledge that We are not accountants, lawyers or financial advisors and the use of PPC Samurai does not constitute the receipt of accounting, legal or professional advice. By accessing and using PPC Samurai, You assume all risks associated with such access and use. You agree not to hold Us responsible for things other Users or Third Party Suppliers post or do.
20. Limitation of Liability
To the maximum extent permitted by law, We (and Our directors, employees and agents) do not accept any liability for, and You agree to release Us (and Our directors, employees and agents) from any claim in relation to any loss, howsoever caused, suffered or incurred by You arising from Your use of PPC Samurai or any decision or action taken (or not taken) by You in reliance on any of Our Services (including without limitation any consequential losses or damages) and any liability We owe is limited, to the maximum extent permitted under law, to the amount You paid to use PPC Samurai, or (if we choose) Us providing the relevant Service again. To the extent allowed at law, under no circumstances will We be liable for any direct, indirect, incidental, special, exemplary, consequential, or other damages (including, but not limited to, loss of profits, business interruption, loss of program or data), without regard to the form of action, whether under legislation, in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with PPC Samurai, or any Content, service, site or link displayed on or accessed through PPC Samurai. This limitation of liability applies, without limitation, to any decision or activity that You may undertake or refrain from undertaking in reliance on PPC Samurai.
21. Indemnity and release
You agree to indemnify, defend and hold Us (and Our directors, employees and agents) harmless from and against all claims, liabilities, losses and expenses (including reasonable legal fees on a full indemnity basis) that arise from:• activity which You engage in with or through PPC Samurai;• any breach of these Terms by You or a person authorised by You (such as an Authorised Person);• any breach of any rights of a third party by You or a person authorised by You (such as an Authorised Person); • any breach of any applicable law by You; or• any transaction or other dealing between You (or a person authorised by You, such as an Authorised Person) and another person that arises from or through PPC Samurai, including without limitation any Third Party Suppliers.
22. Force Majeure
You agree that We are not responsible to You for anything that We may otherwise be responsible for, if and to the extent that it is caused by occurrences beyond Our reasonable control, including without limitation acts of God, weather or government action.
23. Cancellation and termination
Where a Registered User has registered for an ongoing subscription to the Services, the Registered User may cancel their subscription at any time by giving Us written notice to firstname.lastname@example.org or using the method for cancelling a subscription set out on the Website and/or Platform. If the Registered User cancels their subscription:a) the Registered User shall be liable to pay all applicable Fees up to and including the day of cancellation;b) We are not obliged to provide any refunds, including for any remaining prepaid period for a prepaid Fee subscription;c) the Registered User’s rights to use the relevant Services associated with that subscription will cease on the expiry of the prepaid period applicable to that subscription; andd) the Registered User can re-subscribe at any time following the cancellation, however We reserve the right not to permit such re-subscription.We may suspend Your access to PPC Samurai (or any part of PPC Samurai ), or terminate Our agreement with You and Your access to PPC Samurai at any time if We reasonably consider that You are in breach of any provision of these Terms. Without limiting the above, We may terminate the agreement comprising these Terms at any time by giving You one month’s advance written notice.You acknowledge that on expiry or termination of these Terms for any reason, all of Your rights in respect of PPC Samurai (including Your right to use the Platform) will end.
These Terms and any disputes or claims arising out of or in connection with them or their subject matter or formation shall be governed by the laws of Queensland. You submit to the jurisdiction of the courts of Queensland in respect of any claim arising from, or related to, these Terms, although We reserve the right to bring proceedings against You for breach of these Terms in Your country of residence or any other relevant jurisdiction.
If any provision of these Terms is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision will, to the extent required, be severed from these Terms and rendered ineffective as far as possible without modifying the remaining provisions of these Terms, and will not in any way affect any other circumstances of or the validity or enforcement of these Terms.
26. Rights of third parties
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
27. Feedback and reporting misconduct
We encourage all Users to report any misconduct experienced while using PPC Samurai by contacting Us at email@example.com.
28. Further information
If You have any questions about the terms or would like any further information, please contact Us at firstname.lastname@example.org.