Standard Terms & Conditions - AdRoll Service
Last Updated: October 31, 2011
We reserve the right to modify this User Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the AdRoll Service indicates your acceptance of the amended User Agreement.
Definitions and Interpretation
- Client - Means a user that signs up for an advertiser profile, an "Client"
- Banner - Means any ad promoting the products and/or services of the Client, which will (to the extent possible or desired) be personalized by the AdRoll Technology for each user.
- AdRoll Account - Means the creation of one or more user accounts on the AdRoll platform.
- AdRoll Network - Means a network of publishers, ad networks and ad exchanges that AdRoll uses for the display of Banners.
- AdRoll Technology - Means technology that allows AdRoll to target and re/target users (based on their behavior) and display to them Banners.
- Dynamic Ads - Means the ability to show personalized ads populated by data and images pulled from the Client's website or provided to AdRoll by the Client in a data feed.
- Client's Content - Means images, graphics, text, data, link or other objects supplied by the Client to AdRoll for inclusion in the Banners.
- AdRoll Platform - Means the AdRoll website and all the tools and capabilities the Client has access to including, creating, launching, monitoring, pausing and stopping a campaign.
- Insertion Order - Means each service ordered by the Client (that was not launched by the Client themselves using the AdRoll Platform) indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition
Setting up the Service
The Client acknowledges and accepts the technical requirements and the specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the AdRoll Technology. These technical specifications include all of the following operations: i) including the tags supplied by AdRoll on the Client's website; ii) supplying AdRoll with the catalogue files of the Client's products and services (if applicable) for AdRoll to include in the Banners iii) supplying AdRoll with the Client's logos for the Banners if AdRoll is involved in helping create the Banners. In case of delay in these operations due to the Client, AdRoll does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the AdRoll Technology.
Display of the Banners
The Client acknowledges and accepts that the Banners are displayed on websites (accessible on any support) in accordance with the results of the AdRoll Technology and that AdRoll has an absolute discretion as to where (and how often) the Banners will be displayed within the AdRoll Network and that the Banners can be displayed next to direct or indirect competitors' Banners. AdRoll reserves the right to make changes to the AdRoll Technology without notice or compensation to the Client and or for any reason to cease the display of the Banners. AdRoll uses best efforts not to display Banners on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies AdRoll in writing that the Banners are being displayed on such website, AdRoll will promptly remove the Banners.
Client Adjustments, Measurements and Performance
AdRoll measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement. Through an online interface, Client may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48h00. To access these measurements, AdRoll grants the Client access to the AdRoll Platform. The Client chooses its password and ID that are personal and confidential. The Client is responsible for the use and storage of its password and ID. Any loss or involuntary disclosure must be immediately notified in writing to AdRoll.
The AdRoll Platform provides the Client with a great deal of transparency and control into making adjustments to their account and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client's regular bill and/or invoice from AdRoll.
Invoicing and Payment
Setting up an Account with AdRoll is free of charge. AdRoll has no required minimum spend for use of the AdRoll Technology (more advanced products such as AdRoll Dynamic Ads may come with additional costs and minimums which are outlined on AdRoll's pricing page: www.adroll.com/pricing). All charges and invoices will be based on AdRoll's measurements and tracking and not based upon those of Client or any other party. For accounts that have been set up using a credit card, AdRoll pre-charges the Client on a weekly basis for the weekly budget costs (determined or set by the client). Prior to the start of a new week AdRoll will charge the Clients credit card for the amount necessary in order to begin the week with a balance equal to the desired weekly campaign spend. Should a Client pause a campaign or choose to close their account with AdRoll, the client may request a refund of any funds sitting in their account that remains after the campaign is paused. Requests for such funds must be made within 90 days of the pausing or closing of an account with AdRoll to be eligible for refund. AdRoll will credit or refund any amounts remaining on deposit if Client has met all commitments under this Agreement including complete payment for all Services. For Clients that have signed an IO with AdRoll, AdRoll shall send the Client a monthly invoice reflecting the amount owed by the Client to AdRoll. The Client acknowledges and accepts that AdRoll does not guarantee the budget set up in the Insertion Order will be reached. The Client shall pay the amounts set out in the invoices within 30 days of the date of the invoice. All payments to AdRoll shall be made in United States Dollars and are quoted exclusive of any value added tax which shall be payable at the time and in the manner required by law. AdRoll shall be entitled to charge interest on overdue amounts, from the due date up to the date of actual payment, at the annual rate of 10% above the base lending rate from time to time of Wells Fargo & Co., whether before or after any judgment. Any claim on the invoice can only be raised within one month of receipt.
AdRoll does offer a free trial for first time Clients. As with all AdRoll Accounts there is no cost to the Client for the set-up of an AdRoll account or the creation of a free trial campaign. The paramaters of the Free Trial may be viewed on the AdRoll website (www.adroll.com/account/register). There is no cost to set-up and launch the free trial. At the conclusion of the free trial the campaign will automatically continue as a paid campaign, unless the Client pauses the campaign through the AdRoll Platform or instructs AdRoll to pause the campaign by contacting their account manager or emailing email@example.com 24hrs in advance of the campaigns conclusion. The Client is responsible for any and all costs that occur beyond the outlined parameters of the free trial.
AdRoll also has a referral program whereby users have the opportunity to earn commission based on the spend of clients they refer into the system. In order to be eligible for referral earnings a user must have created an account within the AdRoll system and Client that is being referred must join AdRoll using the users unique referral link. AdRoll agrees to make all referral payments within 30 days after the end of the month in which the referred Client ran a paid campaign through AdRoll. AdRoll reserves the right to make adjustments to the referral program at any time and without prior notice.
Neither Party shall acquire any intellectual property right as a result of the Banner display on the supports and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. AdRoll is sole owner of the data collected from the Banner as a result of its Technology. The Client acknowledges that AdRoll has the right to use and disclose data derived from Client's use of the AdRoll Service (i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users, (ii) to operate, manage, test, maintain and enhance the AdRoll Service, AdRoll Technology and other AdRoll products, programs and/or services, and (iii) if required by court order or law. For the whole duration of the Agreement, the Client grants AdRoll a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Banners (i) on all supports of the AdRoll Network, (ii) on all documentation promoting the AdRoll service. AdRoll shall seek prior authorization from the Client for any press release.
AdRoll gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the AdRoll Technology, the AdRoll Network or any service provided under this Agreement. The Client warrants and represents to AdRoll that: (i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content of the Banner to AdRoll for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply; (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the banner is displayed; (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client shall defend, indemnify, and hold AdRoll harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.
AdRoll shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. AdRoll shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of AdRoll including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, AdRoll's liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.
Term and Termination
This Agreement shall apply as from the date of the creation of an AdRoll Account and shall expire i) upon the cancellation of the Clients AdRoll account either at the clients request or by AdRoll ii) on the date on which the total amount which the Client will pay to AdRoll for the AdRoll Technology as stated in an Insertion Order is exhausted. The Client may terminate the agreement with immediate effect by written notice to AdRoll: (i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. AdRoll reserves the right to terminate the agreement with immediate effect at any time and for any reason. Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.
Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.
The Client shall not without AdRoll's prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.
This User Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles.
- This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
- The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
- This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
- If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall no effect the other provisions of this agreement which shall remain in full force an effect.
- In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.
AdRoll, AdRoll.com, the AdRoll logo, and other AdRoll logos and names are trademarks of Semantic Sugar, Inc. You agree not to display or use these trademarks in any manner without AdRoll's prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:
Semantic Sugar, Inc. (dba AdRoll)
Attn: User Agreement Issues
972 Mission St
San Francisco, CA 94103
This User Agreement constitutes the entire agreement between you and AdRoll and governs your use of the AdRoll Service, superseding any prior agreements between you and AdRoll.