These Terms of Service, together with the terms of the Plan you select (collectively, the “Terms”), govern your use of the media-buying and advertising-management platform (the “Platform”) and related services (the “Services”) provided by Brands Group LLC, doing business as PlugReact (“PlugReact,” the “Company,” “we,” “us,” or “our”).
These Terms form a legally binding agreement between you (“Customer” or “you”) and the Company, effective upon your registration. You and the Company are each a “party” and together the “parties.”
1. Scope of Service & Plans
1.1. Subject to these Terms, the Company will provide you with access to the Platform and the Services you choose to obtain, which may include features for the management and setup of your business manager account on a supported social-media platform (respectively, a “Business Manager Account” and a “Media Platform”).
1.2. The scope of the Services — including media-buying spend limits, Fees, and Top-Ups (each defined below) — depends on the plans the Company offers from time to time and presents to you at registration (“Plan(s)”). Each Plan’s terms are incorporated into and form an integral part of these Terms.
1.3. Subject to these Terms, the Company grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable right to use the Services during the Term (defined below) and solely for the purposes set out here.
1.4. The Company may, at its sole discretion: (i) determine the features, settings, and pricing available as part of the Services; and (ii) modify, update, improve, remove, replace, or discontinue the Services or any part of them, including any Plans, without liability to you.
2. Registration & Customer Account
2.1. To access the Platform and use the Services, you must register and create an account (the “Customer Account”). You are solely responsible for keeping your username and password confidential and for all activity under your Customer Account. Report any unauthorized access or use to the Company immediately. You may not assign or transfer your Customer Account, or give any third party access to it, without our prior written consent.
2.2. During registration and afterward, the Company may request information and documentation it considers necessary to create, verify, and authenticate your Customer Account. You represent that the information you provide is accurate and complete, and you agree to keep it current. Failure to provide requested information, or providing inaccurate information, may result in denial, delay, suspension, or termination of your Customer Account, with or without notice.
2.3. The Company stores and uses the information you provide during registration and use of your Customer Account in accordance with our Privacy Policy. We may use the email you provide for marketing and operational messages; you may opt out of marketing messages at any time.
2.4. To use the Services, you must provide your Business Manager Account information. We do not create a Business Manager Account on your behalf. At your request, we may refer you to third-party service providers for that purpose; however, any engagement with such providers is made directly between you and them, is not part of the Services, and is your responsibility. The Company has no responsibility or liability for a Business Manager Account created through such providers.
2.5. The Company may change or replace a Business Manager Account at any time, without liability to you, and you will have no claim for any error or damage resulting from such a replacement.
3. Acceptable Use & Restrictions
3.1. You agree not to, and not to allow others to: (i) interfere with or compromise the integrity or security of the Platform or Services, or bypass any measures used to restrict access; (ii) take any action that imposes an unreasonable or disproportionate load on our infrastructure; (iii) sell, license, sublicense, lease, assign, transfer, or share any rights under these Terms except as permitted here; (iv) disassemble, decompile, reverse engineer, or attempt to discover the source code or underlying algorithms of the Platform or Services; (v) upload invalid data, viruses, worms, or other malicious code through the Platform or Services; (vi) use the Services for any illegal or unauthorized purpose; (vii) modify the Platform or Services or create derivative works of them; or (viii) use the Services in a manner that violates Media Platform Policies (defined below) or infringes the rights of any third party, including privacy, publicity, or intellectual-property rights.
3.2. You assume all responsibility for any action taken under your Business Manager Account, and you must ensure that such actions, and the advertising campaigns and ad content you manage through the Services (respectively, a “Campaign” and “Advertisements”), comply with all applicable laws, these Terms, and the policies, terms, and restrictions of the relevant Media Platform, including its advertising policies (“Media Platform Policies”). Without limiting the foregoing, you must comply with the advertising policies of Media Platforms such as Meta, TikTok, Snapchat, and Taboola.
3.3. Without limiting the above, you may not use the Services to manage Campaigns or deliver Advertisements that involve, facilitate, advocate, or promote, directly or indirectly, any of the following (“Prohibited Content”):
- Illegal, illicit, dangerous, or unsafe products, activities, or services.
- Sexually explicit or other adult content, whether simulated or real.
- Graphic or explicit violence, cruelty, terrorism, or acts of torture.
- Alcohol or alcohol-related content.
- Gambling or real-money gaming, including lotteries, casinos, sports betting, and social-casino apps.
- Tobacco and nicotine products.
- CBD or hemp products.
- Regulated financial services, investing, banking, crypto, or forex.
- Illegal drugs, drug paraphernalia, or substance abuse.
- Weapons, weapon accessories, ammunition, or explosives.
- Defamatory, libelous, obscene, false, misleading, deceptive, or counterfeit content.
- Content that discriminates on the basis of race, ethnicity, gender, religion, sexual orientation, age, or disability.
- Copyrighted material used without the owner’s permission.
- Any content restricted or prohibited by applicable law or Media Platform Policies.
3.4. Failure to comply with this section may result, at the Company’s sole discretion, in suspension or termination of your access to the Services and immediate termination of this agreement, without liability to you and without limiting any other remedy available to the Company.
4. Fees
4.1. In consideration for the Services, you will pay the fees calculated under the Plan you select through your Customer Account or at registration, including the subscription type (“Fees”). Unless stated otherwise, Fees are non-cancellable and non-refundable. Fees do not include amounts owed to Media Platforms for your Campaigns, which you pay directly to the Media Platforms under their billing policies.
4.2. All amounts payable for the Services are exclusive of taxes, charges, levies, and duties, which are your responsibility.
4.3. Your billing date is the date you purchase a Plan and make your first payment. On each billing date you will be automatically charged the applicable Fees. Your subscription remains active until you cancel it or we terminate it under these Terms. To avoid the next billing period, you must cancel before your subscription renews, within the notice period set out in these Terms.
4.4. The Company may change the Fees of its Plans and Services from time to time. We will not change the Fees during a current subscription period; however, on automatic renewal it is your responsibility to review the updated Fees, which will apply during the renewed term.
4.5. Late payments are subject to interest of 1.5% per month on the outstanding balance, plus collection expenses. The Company may withhold amounts and, where necessary, take legal action to collect payments owed, including where it suspects fraud or where a payment is refused.
5. Top-Ups & Campaign Expense
5.1. You are solely responsible for maintaining the balance of your Business Manager Account and for ensuring it is topped up on time. Campaigns may be paused if a Business Manager Account is not topped up in time, and the Company is not responsible for paused Campaigns or any loss of sales or performance resulting from this.
5.2. Under certain Plans, the Company may, at its sole discretion, pre-fund or top up your Business Manager Account on your behalf (the “Top-Up Service”). In that case, you agree to reimburse the Company in full and without delay for all amounts paid in advance, in accordance with the applicable invoice. Failure to pay for Top-Up Services on time is a material breach of these Terms, after which the Company may, without prior notice, suspend or terminate the Services, including removing the Business Manager Account. The Company may require you to post a deposit or payment guarantee, or to provide a valid pre-authorized payment method, and may automatically charge it when performing a Top-Up.
5.3. From time to time, the Company may receive coupons, promotional credits, or similar credits from a Media Platform (“Coupons”) that may be applied toward advertising spend. The Company may, at its sole discretion, decide whether to apply such Coupons to your Business Manager Account. Where the Company elects to apply a Coupon for your benefit, it is deemed a Top-Up made on your behalf, and you authorize the Company to charge you automatically, without further notice, an amount equal to eighty percent (80%) of the face value of the Coupon actually applied — meaning you receive a twenty percent (20%) discount on those credits — subject to the payment terms applicable to Top-Up Services.
5.4. You acknowledge that any delay or failure to make timely payments may cause the Company serious, immediate, and potentially irreversible harm. Accordingly, you will fully reimburse, indemnify, and hold the Company harmless from all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising directly or indirectly from your failure to make timely payments in connection with your Business Manager Account, including the Top-Up Service.
6. Term & Termination
6.1. These Terms take effect on the date you accept them through registration. The subscription period depends on the Plan you purchase. Subscriptions automatically renew for additional periods unless cancelled or terminated as set out below (the “Term”).
6.2. You may terminate your subscription and these Terms at any time, for any reason, by giving the Company at least thirty (30) days’ notice before the next billing of your subscription Plan. Termination takes effect at the end of the then-current subscription period.
6.3. The Company may terminate these Terms for any or no reason. If termination is not due to your breach, it will take effect at the end of the then-current subscription period or, at the Company’s discretion, immediately, in which case prepaid Fees will be refunded pro rata for the period after termination. In the event of any breach or suspected breach of these Terms or applicable law by you, the Company may immediately block access to, or suspend, your Customer Account, or remove the Business Manager Account from the Services, without liability, including for any loss of data.
6.4. On the expiration or termination of this agreement, all rights and licenses granted under it immediately end, and you must stop using the Platform and Services. Any provisions that by their nature should survive termination will do so.
7. Intellectual Property Rights
7.1. All intellectual-property rights and other right, title, and interest in and to the Platform, the Services, and any related documentation made available by or on behalf of the Company (including all modifications, enhancements, and derivative works) are and remain the exclusive property of the Company and its licensors. For these Terms, “Intellectual Property Rights” means all intellectual-property rights of every kind, including rights in trademarks and service marks (registered or not) and related goodwill; patents and patent applications; copyrights (registered or not); trade secrets and confidential information, including know-how, methods, ideas, and inventions; rights in software and computer code in any form; and all applications and registrations of the foregoing.
7.2. Nothing in these Terms transfers any right, title, or interest to you or any third party except as expressly stated. The Company reserves all rights not expressly granted. This section survives termination or expiration of these Terms.
7.3. You represent and warrant that you are the creator and owner of the Advertisements, or that you have the licenses, rights, consents, and permissions necessary to use them in connection with the Services.
8. Indemnification
You will indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, shareholders, and representatives (the “Indemnified Parties”) from all demands, judgments, awards, losses, damages, expenses, claims, and liabilities, together with all related costs (including reasonable legal fees), incurred by the Indemnified Parties as a result of a third-party claim arising from: (i) your breach of these Terms, including any representations or warranties you make; (ii) your gross negligence, willful misconduct, or fraud, or that of your employees, agents, or subcontractors; (iii) infringement of a third party’s intellectual-property rights; (iv) any Campaign, Advertisement, or Business Manager Account that breaches Media Platform Policies or contains Prohibited Content; (v) your breach or violation of applicable law; or (vi) non-payment of any Fees or funds related to the Top-Up Service.
9. Disclaimer & Limitation of Liability
9.1. By using the Platform and Services, you accept responsibility for the results of that use. The Company does not guarantee that you will gain any result, benefit, or profit from the Services. The ultimate success or failure of your Campaigns depends on your own efforts, content, and circumstances, which are beyond the Company’s control. The administration and performance of Campaigns is your sole responsibility.
9.2. EXCEPT AS EXPRESSLY STATED HERE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY ASSUMES NO RESPONSIBILITY FOR: (i) ANY TRANSACTIONS MADE THROUGH THE SERVICES; (ii) UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, INCLUDING THROUGH YOUR USERNAME AND PASSWORD; (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (iv) ANY BUGS, VIRUSES, OR HARMFUL CODE TRANSMITTED THROUGH THE SERVICES; (v) ANY LOSS OF TRANSACTIONS, DATA, OR CONTENT; OR (vi) ANY DAMAGE RELATED TO YOUR BUSINESS MANAGER ACCOUNT OR RESULTING FROM ACTION TAKEN BY A MEDIA PLATFORM (INCLUDING ACCOUNT OR CAMPAIGN SUSPENSION OR TERMINATION, OR POLICY CHANGES). IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S TOTAL AND AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, FROM ALL CAUSES OF ACTION OF ANY KIND, WILL NOT EXCEED THE AMOUNT RECEIVED BY THE COMPANY FROM YOU DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
10. Confidentiality
In the course of this relationship, either party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) confidential information about its technology and business (“Confidential Information”). The Receiving Party agrees to keep Confidential Information confidential and to use it only to support its use or provision of the Services. Confidential Information does not include information that the Receiving Party can show: (i) was already lawfully known to it or independently developed without use of the Confidential Information; (ii) was received from a third party without restriction; or (iii) is publicly available without breach of these Terms. If the Receiving Party is required by law to disclose Confidential Information, it will give the Disclosing Party prompt notice where permitted and cooperate to limit the disclosure. The Receiving Party will limit access to Confidential Information to employees and contractors who need to know it and who are bound by confidentiality obligations no less protective than these. These obligations survive for three (3) years after termination or expiration of these Terms.
11. Amendments
The Company may modify, correct, or amend these Terms at any time. The most current version will always be posted, and any change will be indicated by the “Last Updated” date above. It is your responsibility to stay familiar with the current version. Your continued use of the Services after an updated version is posted constitutes your agreement to the updated Terms. Where the Company considers a change substantial, it may also provide notice.
12. Miscellaneous
12.1. Governing law and jurisdiction. These Terms, and any claim or dispute arising under or related to them, are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws principles. Any lawsuit relating to these Terms will be brought and tried exclusively in the competent courts located in Wyoming, USA.
12.2. Relationship of the parties. Each party is an independent contractor and has no authority to bind the other. Nothing here creates a joint venture, fiduciary, or agency relationship.
12.3. Assignment. You may not assign these Terms, or any of your rights or obligations under them, without the Company’s prior written consent. The Company may assign its rights and obligations to an affiliate or to a successor by merger, acquisition, or sale of all or substantially all of its assets.
12.4. Force majeure. Neither party is liable for any delay or failure to perform caused by circumstances beyond its reasonable control, provided it uses reasonable efforts to overcome them.
12.5. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the affected provision will be construed to be enforceable to the maximum extent permitted by law.
12.6. Waiver. A delay or failure by either party to exercise a right under these Terms is not a waiver of that right, and a waiver of any provision is not a waiver of any later breach.
12.7. Contact. Questions about these Terms can be sent to info@plugreact.com.