Media Solution Services Terms

Last updated on: April 21, 2025

You ("Merchant") acknowledge and accept the following terms (the “Terms”), including Shoplazza Terms of Service, Shoplazza Privacy Policy and Shoplazza Acceptable Use Policy (collectively, the “Shoplazza Terms”), which are incorporated herein by reference, which constitute the entire agreement between you and us with respect to the purchase, provision and use of the media solution services provided by Shoplazza to you (the "Agreement"). In case of any conflict between these Terms and the Shoplazza Terms, these Terms shall prevail only within the scope of media solution services.

 

Shoplazza reserves the right to update and change these Terms for any reason by posting updates and changes to the Shoplazza website, and such amendments to these Terms are effective as of the update date. You are advised to check these Terms from time to time for any updates or changes that may impact you. If you do not accept such changes/amendments, you must contact us via the contact information in the Media Solution Service Order immediately. The definitions given in Shoplazza Terms shall apply to these Terms unless otherwise stipulated in these Terms or the context requires a different interpretation.

  1. Definitions

      For the purpose of these Terms, the following terms shall have the meanings set forth below, unless otherwise defined or the context requires otherwise:

    1. Media Platform: refers to the media management platform that enables their users to advertise on certain media channels.
    2. Media Account: refers to the Media Platform account signed up by Shoplazza on behalf of you.
    3. Media Services: refer to the media solution services provided by Shoplazza to you, including but not limited to, Media Account sign-up and top-up, advertisement placement, social media marketing, email marketing, search engine optimization.
    4. Media Materials: refer to all texts, images, graphics, videos, audios, codes, programs, software, websites, links, information, data and any other materials that is provided, uploaded, displayed, published, distributed, promoted or advertised by you or through the Media Account/Media Platform.
    5. Media Balance: refers to the balance of the Media Account used to cover the cost of advertisement putting, which may be topped-up from time to time.
    6. Media Fees: refers to any fees, payments, amounts, indemnities, or compensations payable by you to Shoplazza under this Agreement, including but not limited to service fees, commissions, advertising fees, top-up amounts, penalties, taxes, late fees, interest, damages, and compensations.
    7. Media Platform Policies: refers to all applicable terms, conditions, rules, and policies of the media platforms.

  2. Media Account
    1. Unless otherwise agreed upon by Shoplazza, your Media Account shall exclusively be created through Shoplazza, and you hereby grant Shoplazza and its authorized personnel the right to access and utilize the Media Account for the purpose of placing advertisements on your behalf, in accordance with these Terms, as required for the provision of Media Services.
    2. You shall provide Shoplazza with all accurate and up-to-date information for the signing up and maintenance of the Media Account as required by Shoplazza and/or the Media Platform from time to time. Specific sign-up, update and top-up process and time required are subject to the Media Platform Policies and the Materials you provided, which are out of Shoplazza’s reasonable control and Shoplazza shall not be liable for it.
    3. Shoplazza shall not be liable for any failure, delay and other situations resulting from your noncompliance with these Terms.
    4. Regardless of the reason for the closure or suspension of the Media Account, any fees and expenses incurred under the Media Account during the closure or suspension shall be borne by you.
  3. Payment and Media Balance
    1. Any Media Fees in connection with the Media Services shall be governed by the provisions set forth in Section 5 of Shoplazza Terms of Service. You shall make payment of any Fees incurred under these Terms to Shoplazza within five (5) days of receipt of a payment notice, balance warning and/or top-up alert.
    2. In the event that you fail to make payment as agreed upon in the aforementioned terms, and without prejudice to any other rights we may have under these Terms, Shoplazza has the right, but not the obligation, to terminate this Agreement, close or suspend the Media Account, delete or remove all or part of the advertisements posted through the Media Account, or deduct any overdue Media Fees and penalities from the Media Balance, without notice to you.
    3. You acknowledge and agree, if the Media Balance is negative, the Media Account and any advertisement placed will not be accessible and available, and Shoplazza shall not be liable for it.
    4. You acknowledge and agree, in case of the termination or expiry of the Media Services, if any Media Fees have not been paid to Shoplazza, such amount shall be deducted from the remaining Media Balance; and after that, if the remaining Media Balance of the Media Account is not less than USD 100, such amount shall be refunded to you after thirty (30) days from the termination or expiry, otherwise, the remaining Media Balance shall be deducted and no refund will be given to you, but you may consume the remaining Media Balance for advertisement putting until its Media Account is closed. Shoplazza may close the Media Account at any time without notice after the termination or expiry of the Media Services.
    5. Shoplazza shall be entitled to deduct any amounts owed by you directly from the Media Balance or any amounts paid by Shoplazza to you without notice.
    6. You acknowledge and agree that Shoplazza’s decision regarding the charge of any Media Services is final and binding. In the event that any fees previously charged are found to have been under-collected, Shoplazza reserves the right to issue additional invoices to you that were under-collected from previous billings. You shall be obligated to pay such additional invoices in accordance with these Terms.
    7. Any processing fees, value-added tax, withholding tax or other charges and taxes arising from this Agreement shall be borne by you.
  4. Your Obligations
    1. Before the use of the Media Platform, you shall agree and accept all applicable terms, conditions, rules and policies of the Media Platform Policies. And you also acknowledge and agree that, continuing to use the Media Platform after these Platform Policies have been updated from time to time, you shall be deemed to have agreed to and accepted the updated Platform Policies. Violations of the Platform Policies may result in the Media Platform penalizing or taking other measures against you, including closing or suspending the Media Account or deducting the Media Balance, of which you are acknowledged and agrees to assume all liabilities in relation thereto.
    2. The use of the Media Account is restricted to yourself or its authorized personnel. You are not allowed to provide, share, loan, or rent the Media Account to any other third party. Any use of the Media Account shall be deemed to be your own actions and you shall be liable for it.
    3. You represent and warrant that: (i) you and all Media Materials shall always be in compliance with applicable laws, rules and regulations and the Platform Policies; and (ii) all Media Materials shall be accurate and up-to-date and excluding any viruses, malicious programs and fraudulent content; and (iii) you and all Media Materials do not infringe the rights of Shoplazza or any third party. Shoplazza shall not be liable for any Media Materials and the use of it. Shoplazza has the right but not the obligation to reject any Media Materials if it reasonably believes that the Media Materials violate applicable laws, rules and regulations, the Platform Policies or these Terms, or otherwise contain any inappropriate content.
    4. Any Media Materials to be used shall be provided to Shoplazza at least three (3) business days in advance, and Shoplazza should be notified at least three (3) business days in advance if it is necessary to replace any Media Materials that have already been provided.
    5. You are not allowed to modify the configuration made by Shoplazza of the Media Account or any advertisement. Shoplazza shall not be liable for such unauthorized modification.
    6. If the use of Media Materials, advertisement placements, or Media Services cannot be delivered as scheduled due to circumstances beyond Shoplazza’s reasonable control — including but not limited to decisions made by Media Platforms, policy changes, or platform maintenance — you acknowledge and agree that such circumstances shall not constitute a breach of contract by Shoplazza. You shall, within three (3) business days from the date of Shoplazza’s notice of such circumstances, accept the follow-up plan proposed by Shoplazza or a mutually agreed alternative solution.
    7. If the performance of this Agreement results in any complaint, litigation, investigation, or other dispute between you and any third party, you shall promptly notify Shoplazza in writing upon becoming aware of such matter. Without Shoplazza’s prior written consent, you shall not unilaterally participate in any litigation, arbitration, or negotiation, nor shall you reach any settlement or compromise with the third party or make any payment (including but not limited to penalties, damages, fines, etc.). Otherwise, regardless of whether the dispute is caused by Shoplazza, Shoplazza shall bear no responsibility, and you shall have no right to seek reimbursement or compensation from Shoplazza for any related expenses or losses. If, for any reason, Shoplazza makes any payment in advance in connection with such dispute, you agree to fully reimburse Shoplazza within five (5) days upon receipt of the relevant payment proof.
  5. Title and Authorization
    1. You irrevocably and exclusively grant Shoplazza or its personnel the rights of administrator in connection with the operation accounts legally owned or controlled by you (if needed, such as webmaster account, social media account, advertising channel account, data monitoring account, and other third-party platform account required) for the purpose of providing the Media Services.
    2. Unless otherwise agreed and all related Media Service Charges are paid by you, any media assets created or provided by Shoplazza for the provision of Media Services, whether based on the Media Materials or not, shall remain the exclusive property of Shoplazza, to the extent permitted by applicable laws, rules, and regulations.
  6. Title and Authorization
    1. You If you do not raise any objection at least ten (10) days prior to the expiration of the media services, the services shall be automatically renewed for the same duration as the original service term.
    2. In the event that either Party fails to properly perform its obligations, representations or warranties, or is in violation of laws, the other Party shall be entitled to terminate any Services and/or this Agreement by giving notice, and the termination shall effect from the date of notice.

7. Miscellaneous
    1. This Agreement shall be governed and constructed by and interpreted in accordance with the Shoplazza Terms of Service.