Stop Talking Terms of Service

    Introduction

    Our services are not for consumers or private or household purposes, only for businesses and professional users. If you access or use any of our services, the Stop Talking terms form a legally binding contract between you and, if applicable, your organization (collectively referred to as "you" hereinafter) and Stop Talking. Arbitration Notice and Class Action Waiver: Except for certain types of disputes or where prohibited by applicable law, you agree that disputes between you and Stop Talking will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration.

    Acceptance of Terms

    By accessing and using the Stop Talking platform (the "Platform"), you agree to be bound by these Terms of Service ("Terms"). These Terms govern your access to and use of the Platform and its services. If you do not agree to these Terms, you must not access or use the Platform.

    Services

    Stop Talking is a marketing automation platform for music and record labels that streamlines running optimized campaigns and connects Google Ads, Facebook Ads, and TikTok Ads in one platform. The Platform enables users to create, manage, and monitor advertising campaigns across various platforms.

    User Accounts

    Users can create organizational accounts for label/management companies and brand accounts. Each account will have access to the Platform's features, including simplified user onboarding, authentication, unified billing, and campaign management. Users are responsible for maintaining the confidentiality of their account information and are liable for any activities that occur under their account.

    Third-Party Integrations

    The Platform integrates with third-party services, including Google Ads, Facebook Ads, TikTok Ads, and Stripe for billing. By using the Platform, you agree to comply with the terms and conditions of these third-party services. Stop Talking is not responsible for the content, functionality, or availability of these third-party services, and any disputes or issues arising from the use of these services should be directed to the respective service provider. When accessing any Advertising Platform services, you are responsible for complying with all of the terms, conditions, policies and guidelines which the applicable Advertising Platforms impose on their users. You understand that we have the right but no obligation to preview, verify, flag, modify Ads Content and that you must bear all risks associated with the publishing of ads on the Advertising Platforms. We assume no responsibility or liability related to Ad Content or to any Ad Content not being transferred to or published on the Advertising Platforms as a result of a malfunction in our Services.

    Confidentiality and Data Protection

    If we share non-public information about our Services, you must keep it confidential and use reasonable security measures to prevent disclosure or access by unauthorized persons. We will not use or control any of the personal data that you process with our Services, we merely offer you tools with which you can process data. You must comply with all applicable data privacy and data protection laws.

    Usage-Based Billing and Payments

    Stop Talking employs a usage-based billing model. To activate billing and verify a brand account, a $10 activation payment is necessary. This payment is not an additional fee but is directly converted into ad credit for your advertising expenses. This approach is part of our strategy to prevent system misuse and to authenticate identities prior to granting access to our advertising services. After billing activation, we only bill for real-time usage with threshold billing. As your ad spend increases, extra charges are incurred. These charges follow a tiered structure: four instances at $25, four at $50, four at $100, four at $250, and unlimited at $500, which is the maximum limit. These charges are billed in real-time as your active campaigns accrue advertising costs. On the 2nd of each month, we process a clean-up charge for any outstanding balances remaining that weren't captured by a threshold charge. This charge zeros out the balance for the previous month and ensures accurate accounting of all digital advertising costs, including digital advertising taxes that are charged by various governments worldwide. If a client becomes inactive, they do not have to worry about any subscription charges as Stop Talking only bills for usage, nothing else. There are no extra hidden fees. By providing a payment method, you expressly authorize us to charge the applicable fees on said payment method, as well as any taxes and other charges incurred, at regular intervals. For secure and safe handling of all payments, we use Stripe, a globally trusted online payment processor.

    Charges and Payment Terms

    You must timely pay all applicable fees based on our Payment Terms, except with respect to Services that we expressly offer free of charge. You remain responsible at all times for the direct payment of the ads purchased through our Services.

    Refund Policy

    Stop Talking will not issue refunds unless a major technical issue occurs, which is the fault of Stop Talking. If users are not satisfied with campaign performance, it will not be the responsibility of Stop Talking or its employees. Users are free to pause all their active campaigns, and they will not be billed further. Clients will be responsible for all charges related to their advertising campaigns. In the event of a billing dispute, users should contact Stop Talking's customer support team to resolve the issue. If a refund is deemed necessary, Stop Talking will issue the refund at its sole discretion. Refunds will not be provided for dissatisfaction with campaign performance or for any other reason not directly attributable to Stop Talking's technical performance.

    Cancellation

    You can cancel your Services at any time. If you cancel paid Services, you must pay throughout any agreed term and you are not entitled to any refunds. We may also cancel your Services, at our sole discretion, for any reason, without notice at any time. If you prepaid for Services for a specified term, and we terminate your Services under this section, we shall offer a pro rata refund of the prepaid fees. We may both terminate the Stop Talking Terms, effective immediately, if the other party commits a material breach of the Stop Talking Terms and fails to remedy such breach within thirty (30) days of receiving a written request to cure. Additionally, we may suspend or terminate your access to the Services if you violate any Acceptable Use Rules or Third-Party Terms, or use the Services in a way that creates risk or possible legal exposure to us, other customers or others. If you terminate the Stop Talking Terms for cause, we will refund any prepaid fees as of the termination date. Upon cancellation or termination of the Services by either party for any reason: (i) we will cease providing you Services and you will no longer be able to access your account; (ii) unless otherwise provided in these Stop Talking Terms, you will not be entitled to any refunds, and you shall pay us all unpaid amounts owing. All provisions of the Stop Talking Terms that by their nature are intended to survive, including but not limited to any disclaimer of warranty and limitation of liability provisions, shall survive the termination or expiry of the Stop Talking Terms.

    Limitation of Liability

    Stop Talking will not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses resulting from the use of or inability to use the Platform or its services, even if Stop Talking has been advised of the possibility of such damages.

    Further Limitation of Liability

    OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND SHALL NOT EXCEED THE GREATER OF (A) THE FEES WE RECEIVED FROM YOU FOR THE SERVICES SUBJECT TO THE CLAIM DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE AND (B) US$500. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 11 SHALL (A) ALSO BENEFIT OUR AFFILIATED COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS, (B) APPLY TO ANY CLAIMS BROUGHT BASED ON ANY CAUSE OF ACTION, INCLUDING BREACH OF CONTRACT, TORT, STATUTE OR OTHER LEGAL THEORY, AND (C) NOT APPLY IF YOU CAN PROVE THAT: (I) OUR NEGLIGENCE CAUSED DEATH OR PHYSICAL INJURY; (II) WE CAUSED DAMAGES INTENTIONALLY OR WITH WILLFUL MISCONDUCT; OR (III) APPLICABLE LAW DOES NOT ALLOW A LIMITATION AS CONTEMPLATED IN THE STOP TALKING TERMS (IN WHICH CASE THE LIMITATIONS OF LIABILITY IN THE STOP TALKING TERMS SHALL BE REDUCED TO THE MAXIMUM LIMITATION THAT IS VALID AND ENFORCEABLE UNDER APPLICABLE LAW). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 11 IS TO ALLOCATE THE RISKS UNDER THESE STOP TALKING TERMS BETWEEN THE PARTIES AND LIMIT STOP TALKING'S POTENTIAL LIABILITY IN APPROPRIATE RELATION TO THE FEES CHARGED UNDER THE STOP TALKING TERMS, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE STOP TALKING TERMS.

    Modifications

    Stop Talking reserves the right to modify these Terms at any time. You are responsible for regularly reviewing these Terms to stay informed of any changes. Your continued use of the Platform constitutes your acceptance of any modifications to these Terms.

    Governing Law, Arbitration, Class Action Waiver

    These Stop Talking Terms and any dispute arising out of or in connection with these Stop Talking Terms or Services ("Dispute") will be governed as to all matters, including, but not limited to the validity, construction and performance of these Stop Talking Terms, by and under the laws of the jurisdiction in which Stop Talking operates, without giving effect to conflicts of law principles thereof. Except as provided in Subsection 13.3 and 13.4, all Disputes shall be subject to, and the parties irrevocably accept the exclusive jurisdiction of the state and federal courts located in the jurisdiction where Stop Talking operates. The parties irrevocably waive any right to a trial by jury. Either party may, at its sole discretion, seek injunctive relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief). Also, the provisions of this Section 11.3 may be enforced by any court of competent jurisdiction. YOU AND STOP TALKING 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 Stop Talking 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. If it is necessary for either party to retain the services of an attorney or attorneys to enforce the terms of these Stop Talking Terms or to file an action to enforce any of the terms, conditions or rights contained herein, or to defend any action, then the prevailing party in any such action will, subject to Section 11, 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.

    Your Rights and Obligations

    We grant you a non-exclusive, non-transferable, revocable, limited, personal right to access our services. We do not authorize other use or access, including, without limitation, by robots, spiders, crawlers and scraping technologies. You are responsible for setting 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 the services through your Login Information ("Authorized Users"). You and your Authorized Users may use the services only for your own business, not to access the services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the services. Stop Talking provides you with technical functionality which allows you to publish and manage ads on third party advertising platforms ("Advertising Platforms"), including Google Ads, Facebook Ads, and TikTok Ads. You are solely responsible for all Ads Content that you or your Authorized Users upload, publish, display, link to, or otherwise make available via the services. We have the right but no obligation to review, filter, block, or remove any Ads Content that you publish or make available via our services. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ADS CONTENT POSTED ON OR MADE AVAILABLE THROUGH OUR SERVICES BY YOU OR ANY OTHER THIRD PARTY. "Ads Content" includes all information, text, images, photos, videos, audio, documents and other content in any media and format which is provided or made available to us in connection with your use of the services.

    Warranty Disclaimer

    We offer the Services "as is," without any express warranties, representations, guarantees or conditions, unless we expressly agree to a limited warranty with a specific reference to this Section 15.1. You use all Services at your own risk. To the greatest extent permitted by applicable law, we disclaim any warranties, representations, guarantees and conditions of any kind, whether express, implied, statutory, or otherwise. Without limiting the generality of the foregoing, we specifically disclaim all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality, and noninfringement, that the Services will meet your requirements, or that our Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free. In addition, we disclaim any responsibility for any third-party services (including Advertising Platform services) or activities, any connection to or transmission from the Internet, or Advertising Platforms, any hacking, tampering, or other unauthorized access or use of the Services or your account or the information contained therein (including Ads Content). No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in these Stop Talking Terms. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy provided herein.

    Sole Remedy

    If you are dissatisfied with our Services or harmed by us or by anything related to our Services, you may terminate the Stop Talking Terms in accordance with Section 9. Such termination shall be your sole and exclusive remedy (and our sole and exclusive liability) for any breach of contract.

    Indemnification

    You shall defend, indemnify, and hold harmless Stop Talking, and our affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys' fees, of any kind or nature that are in connection with or arising out of a claim (a) alleging that your Ads Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates any applicable law; (b) relating to, or arising from, Ads Content or your breach of any Stop Talking Terms or (c) relating to, or arising from, your use of any Third-Party Services (including your breach of any Third-Party Terms).

    Export Compliance and Use Restrictions

    You shall not use or access the Services if you are located in any jurisdiction in which the provision of the Services is prohibited under U.S. or other applicable laws or regulations (a "Prohibited Jurisdiction") and you shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) you are not named on any U.S. government list of persons or entities prohibited from transaction with any U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you shall not allow Authorized Users to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) you shall comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located.

    YouTube Terms of Service

    Our services use the YouTube API services. By using our services, you are agreeing to be bound by the YouTube Terms of Service.

    Miscellaneous

    You may not assign or otherwise transfer any of your rights or obligations hereunder, whether by merger, sale of assets, change of control, operation of law, or otherwise, without our prior written consent. Any attempted assignment or transfer without such consent will be void. We may freely assign or delegate all rights and obligations under these Stop Talking Terms, fully or partially, without notice to you. We may also substitute by way of unilateral novation, effective upon notice to you, any third party that assumes our rights and obligations under these Stop Talking Terms. These Stop Talking Terms, including any documents incorporated herein by reference, constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us. Our failure to exercise or enforce any right or provision of these Stop Talking Terms shall not constitute a waiver of such right or provision. If any provision of these Stop Talking Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Stop Talking Terms remain in full force and effect.

    Contact

    If you have any questions or concerns about these Terms, please contact Stop Talking at [email protected].