Terms of Service

Effective date: 28/11/22

This website kepla.io (the “Website”) is owned and operated by Kepla Systems Limited (hereinafter “Kepla”)

The following Terms of Use (“Terms”) regulate the access to and use of Services (as defined below). Please review the Terms carefully.

In order to use Services you must be a registered user and have an advertising account on www.facebook.com (“Facebook”) or www.instagram.com (“Instagram”) and you must unconditionally consent to and accept these terms and conditions (including those regulating the processing of personal data) by ticking the “I agree” box when you sign up to the Services whereby you are entering into a legally binding agreement with Kepla.

1. Definitions

In these terms and conditions, certain definitions (identified with initial capitalization) used shall have the meaning as specified on Facebook. In addition, the following additional definitions shall have the meanings set forth below. Additional definitions are also provided elsewhere in these terms and conditions.

“Agreement” means these terms and conditions including all policies, procedures and/or guidelines which appear on the Website from time to time as well as all Facebook Terms and Instagram Terms.

“Ads Content” means any and all information and files that you post on Facebook or Instagram by the use of the Services.

“Facebook Terms” means any and all terms and conditions including policies, procedures and/or guidelines on Facebook from time to time and currently published on http://www.facebook.com/#!/terms.php.

“Instagram Terms” means any and all terms and conditions including policies, procedures and/or guidelines on Instagram from time to time and currently published on https://help.instagram.com/478745558852511.

“Membership” means the subscription service that entitles you to use Kepla to publish and manage ads on Facebook.

“Kepla” means Kepla’s advanced management tool for Facebook and/or Instagram ads, which is used to provide the Services.

“Trial Period” means the subscription service that entitles you to test to use Kepla as a normal paying user for a total period of 7-days without paying.

“Services” means the web based features and services included in, and provided as part of, Kepla.

2. Use of services

The Website is not intended for individuals under the age of 18. Kepla does not target its Services or the Website to individuals under the age of 18 Kepla does not knowingly collect Personal Data (defined in Section 8 below) from individuals under the age of 18.

Kepla grants you a non-exclusive, non-transferable, revocable, limited, personal right to use and access Services. Kepla does not authorize other use or access, including, without limitation, by robots, spiders, crawlers and scraping technologies. You are responsible for your own username and password (“Login Information”) and should not allow any third party to access or use your Login Information. You are responsible for all individuals that access Services through your Login Information (“Authorized Users”). You and your Authorized Users may use Services only for your own business, not to access Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of Services.

Kepla is a technical application, which provides with advanced management tools for Facebook and/or Instagram ads, Google ads and more. Therefore, in order to use Services, you must be a registered Facebook or Instagram user and have an advertising account with Facebook or Instagram and a registered Google Ads user, with an existing advertising account.

3. Pricing

The fee for the Membership (the “Membership Fee”) shall be as quoted in Kepla’s current price list, which can be reviewed at kepla.io/pricing. All prices provided by Kepla are (unless otherwise stated) exclusive of taxes and duties. You will have to provide a valid credit card or other payment method at the time of signing up for Membership.

Kepla reserves the right to modify the Membership Fee and the prices for other Services from time to time in its sole discretion to cover any increase in Kepla’ costs for the Services (including but not limited to increased costs of materials, labour, services, currency fluctuations or as a result of government taxes and levies). You shall not be entitled to make any deduction from the sum due for the Membership in respect of any set-off or counterclaim against Kepla. You are not entitled to withhold payments by reason of any alleged defect in the Membership and/or other Service(s). Under no circumstances are you entitled to refund or reimbursement of fees paid to Kepla.

If you sign up for a Trial Period, Kepla will require you to provide it with a valid credit card or other payment method and start charging you automatically on the first day after the Trial Period is over, unless you cancel your account before the end of the Trial Period.

You remain responsible at all times for the direct payment of the ads, if any, purchased through Services to Facebook and/or Instagram.

4. Disclaimer and limitation of liability

Kepla merely provides you with a technical application for advanced management of Facebook and/or Instagram ads. You agree and acknowledge that you must evaluate and bear all risks associated with the publishing of ads on Facebook or Instagram. You further agree and acknowledge that Kepla does not prescreen the Ads Content, but that Kepla shall have the right, in its sole discretion, to review, reject or remove any Ads Content transmitted by the use of Kepla.

Kepla assumes no responsibility or liability for any errors, costs, loss, disclosure of or related to Ads Content or other information or data not being transferred to or published on Facebook or caused by malfunction in a transfer facility.

YOU USE ALL SERVICES AT YOUR OWN RISK. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, Kepla Systems DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Kepla Systems SPECIFICALLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON INFRINGEMENT, THAT SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. NO ADVICE OR INFORMATION WHETHER VERBAL OR WRITTEN, OBTAINED FROM Kepla Systems OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Kepla is not liable for any delay in performance of its obligations under these Terms caused by circumstances that were not reasonably foreseeable by Kepla at the time of entering into these Terms and the effects of which could not reasonably be avoided or overcome, including but not limited to reduced or disrupted access to Facebook or Instagram, disruption or delay in external networks or telephony connections or shortage in power supply. Kepla shall not in any case be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with the use of Kepla or Services, even if we have been advised of the possibility of such damages, and regardless of the legal theory on which any such damages may be based.

Kepla’ aggregate liability arising out the use of Kepla and/or Services will not exceed the greater of one hundred dollars ($100) or the amount you have paid to Kepla in the past twelve (12) months. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, Kepla’ liability will be limited to the fullest extent permitted by applicable law.

5. Intellectual property rights

All copyright, designs, patent, trademarks, trade names and other intellectual property rights (“IPR”) in and to Kepla or displayed on the Website are and shall remain the exclusive property of Kepla (or Facebook, Instagram, or any third party as the case may be). You do not acquire any IPR to Kepla apart from the right of use under these Terms. Any unauthorized reproduction, redistribution, publishing, transmission, modification, sale and any other usage of the IPR of Kepla is prohibited and may result in civil and criminal penalties. By transmitting, sending or posting any Ads Content by the use of the Services you grant Kepla the nonexclusive, sub licensee and perpetual license to use, copy, display, modify or otherwise dispose of any such Content for any purpose.

6. Data collection

Please review the Privacy Policy, available at https://kepla.io/privacy-policy, and incorporated herein by reference, for a more detailed description of Kepla’ collection and usage of your Personal Data.

7. Links from the website

This Website contains links to Facebook, Instagram, Google and other websites that are not owned, controlled or operated by Kepla or any of its affiliates (“Third-Party Websites”). If you use these links, Kepla cannot be held liable for any content, material or other information displayed on those Third-Party Websites. Such links do not constitute an endorsement by Kepla of those Third-Party Sites. You acknowledge that Kepla is providing these links to you only as a convenience, and further agree that Kepla is not responsible for the content of such Third-Party Sites. Your use of any Third-Party Site is subject to the terms of use and privacy policies located on the linked to Third-Party Site.

8. Relationship of parties

Nothing in these Terms or your use of the Services shall in any way constitute any agency, association, partnership, joint venture or employee-employer relationship between you and Kepla. You shall not have any right, power or authority to make any representation or to assume or create any obligation, whether expressed or implied, on behalf of the other, or to bind Kepla in any manner.

9. Your indemnity

You agree to indemnify and hold Kepla and its affiliates harmless, to the extent permitted by applicable law, from all loss and expenses, including reasonable attorney’s fees, which are based on or arise from (a) your violation of any of the provisions of these Terms or otherwise is related to your Ads Content and/or use of Kepla, (b) allegations that yours Ads Content infringes or violates IPR, privacy rights, or other rights of a third party, or violates any applicable law, or (c) relating to, or arising from, your use of any Third-Party Websites or any third-party services.

10. Termination

These terms and conditions shall be valid until terminated by you or Kepla as provided below:

The Services that are free of charge, during the Trial Period, may be terminated by you at any time and without cause simply by removing the Kepla application. You may at any time and without cause terminate your Membership by giving Kepla fifteen (15) days written notice prior to the end of each month. You acknowledge and agree that you shall fulfill your obligations pursuant to these Terms until termination. The Membership Fee will always be calculated on full calendar month basis.

IF YOU ARE DISSATISFIED WITH SERVICES OR HARMED BY Kepla Systems OR BY ANYTHING RELATED TO SERVICES, YOU MAY TERMINATE SERVICES IN ACCORDANCE WITH THIS SECTION OF THE TERMS, AS APPLICABLE. SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY (AND YOUR SOLE AND EXCLUSIVE LIABILITY) FOR ANY BREACH OF CONTRACT.

Kepla is entitled to, in its sole discretion, to terminate your use of Services if you violate any of the terms and conditions set forth in these Terms or any applicable law. Any such termination of your access to the Services may be affected without prior notice and you acknowledge and agree that Kepla may immediately delete any information or files in your account (if any) and revoke any further access to Kepla without being liable to you or any third party. Kepla may also terminate Services without any reason whatsoever, at any time, by providing you with written notice of termination.

11. Arbitration and class action waiver

These Terms, and any dispute arising out of or in connection with these Terms or Services, are governed by and construed in all matters in accordance with the laws of New Zealand, without regard to any conflict of law principles.

Except as otherwise provided in this Section, all disputes shall be subject to, and the parties irrevocably accept, the exclusive jurisdiction of the courts located in New Zealand.

Either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited, to preliminary injunctive relief).

Except as otherwise provided in this Section, all disputes shall be resolved by final, binding arbitration before 3 arbitrators pursuant to the rules and under the auspices of the International Chamber of Commerce (the “Rules”). In accordance with the Rules, each party shall select 1 arbitrator, and the 2 arbitrators shall select a third one. The arbitrators shall be knowledgeable in the chosen law and online advertising industry. At either party’s request, the arbitrators shall have the authority to determine issues of arbitrability and to award compensatory damages, but they shall not award punitive or exemplary damages. The parties, their representatives, and any other participants shall hold the existence, content, and results of arbitration in confidence. The arbitration proceedings shall be conducted in English language, and shall take place in New Zealand, or any other place on which all 3 arbitrators agree unanimously.

YOU AND Kepla Systems AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Kepla agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

A prevailing party in any action to enforce these Terms or to defend any action related to these Terms or Services shall be entitled to recover from the other party its reasonable fees for attorneys and expert witnesses, plus such costs and expenses as may be fixed by any arbitration panel or court of competent jurisdiction.

12. Operation of service

Kepla reserves the right to modify, suspend, discontinue or restrict access to any portion of Kepla and/or its Services at any time without notice and for any reason and will not be liable to you in any way for possible consequences of the aforesaid.

13. Amendments of terms and conditions

Kepla may change, amend or modify any of these terms or conditions, at any time and in Kepla’ sole discretion. Changes will be notified by posting a change notice on the Website that is visible when users logon for the first time after a change has been made and by e-mail to you. All such modifications shall have effect 30 days after notice, unless indicated otherwise. If you do not consent to any changes in these Terms you must terminate Services pursuant to Section 10. Your continued use of the Website and Services will be subject to the then current terms applicable to the Website. Kepla advises you to periodically review Facebook Terms and/or Instagram Terms in order to be informed of any changes therein.

14. Assignment

Kepla may assign its rights and obligations under these Terms to affiliates and other companies within the same corporate group.

15. Severability

In the event that any provision of these terms and conditions is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or if incapable of such enforcement shall be deemed to be deleted from these terms and conditions, while the remainder of this these terms and conditions shall continue in full force and remain in effect.