Terms of Service

User Agreement

Last Updated: July 24, 2008


The User Agreement (the "User Agreement") for Semantic Sugar, Inc., its subsidiaries and affiliates, (collectively "Adroll.com"), describes the terms on which you may access and use our services. In order to become an Adroll.com user, you must read and accept all of the terms and conditions of this User Agreement and the Privacy Policy.  In the event of any inconsistency between the Adroll.com Privacy Policy and this User Agreement, the User Agreement shall control. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this User Agreement, you may not use nor access our services.

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.com Service indicates your acceptance of the amended User Agreement.


Description of Service
Adroll.com offers services to enable online publishers (a user that signs up for a site profile, a "Publisher") and online advertisers (a user that signs up for an advertiser profile, an "Advertiser") to find, connect and transact with each other more effectively (the "Adroll.com Service(s)" or "Service(s)"). Adroll.com facilitates sponsorship of and online advertising in communities created by groups of publishers, as well as direct sales handled independently through Adroll's online web property (the "Adroll.com Website").

Adroll.com helps advertisers find available online inventory, contact representatives for direct transactions, and obtain valid and verified information about traffic, unique users, audience composition of online publishers, and packages of inventory. Adroll.com helps advertisers reach a targeted audience of unique users across multiple sites and facilitates relevant niche publishers finding an advertiser's product/service.

Adroll.com helps similar publishers discover each other, evaluate inventory, connect with each other, assemble inventory into packages and maintain ongoing partnerships, sponsorships, advertising and/or syndication deals. Publishers can sell independently, with friends, sites they wish to promote, and/or in relevant communities they assemble. Each publisher is given access to the Adroll.com Website, which provides inventory management and sales tools.


Membership Eligibility
By registering with Adroll.com, you represent that you are of legal age (18) to form a binding contract and are not a person barred by any laws from using the Adroll.com Website. Additionally, users are prohibited from selling, trading, or otherwise transferring any Adroll.com account to another party. In the event that a user has multiple accounts with Adroll.com, Adroll.com reserves the right to approve or disapprove of each account individually regardless of the status of other accounts that user may have with Adroll.com.


Use of Service
Your use of the Adroll.com Service is governed by this User Agreement. Adroll.com may refuse service without prior notice to any user at its sole discretion.

You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. You agree to immediately notify Adroll.com of any unauthorized use of your password or account or any other breach of security. Adroll.com shall not be liable for any losses or damages arising from your failure to comply with this section.

You agree to direct to Adroll.com and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of your use of the Adroll.com Services.


Termination 
You agree that Adroll.com may, with or without cause, at any time and without prior notice terminate your Adroll.com account or restrict or limit access to the Adroll.com Service. Termination of your Adroll.com account includes removal of access to all offerings within the Adroll.com Service and may also bar you from further use of the Adroll.com Service. Furthermore, you agree that all terminations shall be made in Adroll.com's sole discretion and that Adroll.com shall not be liable to you or any third-party for any termination of your account or limitation of access to the Adroll.com Service. Upon termination, you agree immediately to remove from the websites any and all Adroll.com Code and Network IP supplied to you by Adroll.com. Publisher will be entitled for all legitimate earnings due up to the time of termination which will be paid no later than sixty (60) days after the official date of termination.  Upon termination all ties to referrals and/or affiliates will be permanently severed and you will not receive nor be entitled to receive future referral/affiliate commissions hereunder.


Intellectual Property Rights
With the exception of all Ad Submissions (as defined below) not created using Adroll.com ad creation tool ("Liquid Ads"), the content on the Adroll.com Website, including without limitation, the text, graphics, and photos created by and for Adroll.com, interactive features ("Content"), software and executable code ("Code"), network intellectual property ("Network IP"), and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Adroll.com, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Adroll.com Website is provided to you AS- IS. Adroll.com reserves all rights not expressly granted in and to the Adroll.com Website and the Content contained therein.

You agree to comply with the technical specifications provided by Adroll.com to enable proper display of the advertisements in connection with the Adroll.com Service, including without limitation by not modifying the JavaScript or other programming provided to you by Adroll.com in any way.

You acknowledge and agree that Adroll.com may preserve Publisher content or advertisements for a period of up to five (5) years and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce this User Agreement; (iii) respond to claims that any such content violates the rights of third parties; or (iv) protect the rights, property, or personal safety of Adroll.com, its advertisers, its viewers or the public.  Notwithstanding the above, however, nothing in this User Agreement shall require Adroll.com to preserve publisher content or advertisements.


User Conduct
You understand and agree not to use Adroll.com to:

    Post content that is or initiate communications which are unlawful, libelous, abusive, discriminatory, or otherwise defamatory.

    Use the Adroll.com Service for any illegal purpose, including, but not limited to, conspiring to violate the laws of any applicable jurisdiction.

    Misstate, impersonate, or otherwise misrepresent your identity, including, but not limited to, the use of a pseudonym, or misrepresent your current or previous publications and statistics or your affiliations with any person or entity, past or present.

    Upload, post, email, transmit or otherwise make available any content or initiate communications:
        1. incorporating any information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships
        2. that infringe upon any patents, trademarks, trade secrets, copyrights or other proprietary rights
        3. making available any data that is personally identifiable information, including, but not limited to, an individual's name, mailing address, phone number, social security number or email address
        4. making available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unwarranted solicitation

    Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Adroll.com Service.

    Interfere with or disrupt the Adroll.com Service or servers or networks connected to the Adroll.com Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Adroll.com Service.


International Use
Recognizing the global nature of the Internet, you agree to comply with all applicable local rules including, but not limited, to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Information Provided on the Adroll.com Website
In the course of using the Adroll.com Service, users may provide information about themselves which may be visible to certain other users (see our Privacy Policy to learn more about information collected on the Adroll.com Website). You understand that by posting materials on the Adroll.com Website or otherwise providing materials to Adroll.com, you are granting to Adroll.com a royalty-free, worldwide, perpetual, irrevocable, sublicenseable license to use this information, including, but not limited to, the ability for Adroll.com to use such information in the course of offering the Adroll.com Service or promoting the Adroll.com brand. Furthermore, you understand that Adroll.com retains the right to reproduce, adapt, modify, publish, publicly perform, publicly display, distribute, reformat, excerpt, or translate any materials submitted by you.  You agree that this license includes a right for Adroll.com to make such information available to other companies, organizations or individuals with whom Adroll.com has relationships for the provision of services and to serve such information in connection with the provision of those services.

You understand that all information publicly posted or privately transmitted through the Adroll.com Service is the sole responsibility of the person from which such content originated and that Adroll.com will not be liable for any errors or omissions contained in any such content. You understand that Adroll.com cannot guarantee the identity of any other users with whom you may interact in the course of using the Adroll.com Service. Additionally, we cannot guarantee the authenticity of any data that users may provide about themselves or about relationships they may describe.

You represent and warrant that (i) all the information provided by you to enroll in the Services is correct and current, (ii) you are the owner of or are legally authorized to act on behalf of the owner, (iii) you have all necessary, right, power, and authority to enter into this User Agreement and to perform the acts required of you hereunder.  You further represent and warrant that any material provided (i) complies with all applicable laws, statutes, ordinances and regulations and (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, rights or duties under consumer protection, product liability, tort or contract theories.


Access to Service
Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in the Adroll.com Website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to "frame" or otherwise simulate the appearance or function of the Adroll.com Website. You acknowledge that Adroll.com may from time to time establish general practices and limits concerning use of the Adroll.com Website.  You understand and agree that from time to time the Adroll.com system may be inaccessible, unavailable or inoperable for any reason, including, without limitation (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Adroll.com may undertake from time to time; or (iii) causes beyond the control of Adroll.com or which are not reasonably foreseeable by Adroll.com, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures.  While Adroll.com will attempt to provide the services on a continuous basis, you acknowledge and agree that Adroll.com has no control over the availability of such services on a continuous basis.  In addition, the terms of this User Agreement are subject to Adroll.com hardware, software, and bandwidth traffic limitations.  Failure to deliver because of the technical difficulties does not represent a failure to meet the obligations of this User Agreement.


Adroll.com Communications
In the course of providing you services, Adroll.com may need to communicate with you via email.  (See our Privacy Policy to learn more about communications.) You agree to receive emails which are specific to your account and necessary for the normal functioning of the Adroll.com Service.


Monitoring and Enforcement 
While we have the right to monitor activity and content associated with the Adroll.com Service, we are not obligated to do so. And since we do not, and may not have the ability to, control or actively monitor content we do not guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with our policies and practices, in the process of using the Adroll.com Website, you may be exposed to content that you find offensive or objectionable. You can contact our Customer Service Department to let us know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate however, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any content including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the Adroll.com Website.


Fees
Signing up for and maintaining a basic Adroll.com account or personal profile is free.

Separate from the advertising display unit, and by default, Adroll.com includes a link to each member's site profile and a link to a marketplace page on Adroll.com. Removal of these links is permitted on a site by site basis with the written approval of Adroll.com, or the replacement of such links with the equivalent links in an advertising section of the Publishers site. Removal of these links can be done by Publishers and carries a penalty.  Penalty for removal of these links includes a CPM fee of $0.10 on the total impression traffic of the Publisher site with a minimum fee of $10 per month.  Should this policy change, penalty fees will not be assessed retroactively, so long as a Publisher comes into compliance within ten (10) days of being notified by email or by notice through an updated policy having been posted on the Adroll.com Website.


Transaction Fees and Payment
Some of the Adroll.com Services require payment of fees. You shall pay all applicable fees (as described on the Adroll.com Website and as shall be communicated from time to time) due in connection with such Services selected by you. Adroll.com reserves the right to change its prices and to institute new charges at any time, upon prior notice to you, which may be sent by email or posted on the Adroll.com Website.


Publisher Payment Terms
If you are a Publisher, you shall receive as payment for your use of the Adroll.com Services a percentage of the sale price of advertisements displayed on your website.

In addition, if you are a Publisher, you agree that (i) any payments that may become due to you (as described on the Adroll.com Website) are specifically conditioned upon Adroll.com's receipt of full payment from the applicable advertiser, and that any such payments shall not become due to you until thirty (30) days after the end of the current month when Adroll.com receives full payment from the applicable advertiser, and (ii) if Adroll.com does not receive the applicable payment in full from such advertiser, Adroll.com shall have no liability or responsibility to you (and you hereby release Adroll.com) with respect thereto. If Adroll suspects that an ad purchase may be fraudulent, publisher payments may be held back for up to an additional 60 days in order to verify the validity of the ad buy.  If you dispute any payment made in connection with the Services, you must notify Adroll.com in writing within thirty (30) days of any such payment. Failure to so notify Adroll.com shall result in the waiver by you of any claims related to such disputed payment. Payment shall be calculated solely based on records maintained by Adroll.com. No other measurements or statistics of any kind shall be accepted by Adroll.com or have any effect under this User Agreement. Adroll.com shall not be liable for any payment based on a breach of this User Agreement by you for any applicable pay period. Adroll.com reserves the right to withhold payment or charge back your account due to any of the foregoing or any breach of this User Agreement by you. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account and Adroll.com User Identification (as defined below). For U.S. taxpayers, "User Information" shall include without limitation a valid U.S. tax identification number. For non-U.S. taxpayers, User Information includes without limitation either a signed certification that the taxpayer does not have any U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities.  Publisher payments will be withheld until the appropriate taxation documents are received by Adroll.com.  If the required tax documents are not on file with Adroll.com within three (3) months of the date of a scheduled payment, Adroll.com may charge a monthly administrative fee, representing Adroll.com's cost of establishing and maintaining the publisher's account, equal to 25% of the original balance. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Services.  You also agree that Adroll.com is not obligated to determine whether sales or use taxes apply on any advertising sales and is not responsible to collect, report, or remit any sales or use taxes from any such transaction.

Should your relationship with Adroll.com terminate, you shall immediately forfeit any and all future payments to be received as a result of the affiliate/referral program.

Adroll.com handles payment for advertisements submitted and provides Publisher an online summary of the activity.  Adroll.com will make payment to Publisher by PayPal or by check. Adroll.com does allow individual publishers to set a preferred minimum payment value anywhere between $10 and $1000 (the default minimum payment is $20). Accrued credits of $20 USD (or the publisher's preferred minimum payment) or more during any month shall be paid on a net thirty (30) basis at the end of the current month, provided that payment from Advertiser has been received by Adroll.com.  Any accrued credits earned from affiliate relationships shall be treated similarly.  If accrued credits payable to Publisher for any month are less than the minimum payment, Adroll.com will carry the publisher's balance over to the next month. If an account goes unpaid for 12 months Adroll.com reserves the right to dismiss the user from Adroll.com and pay whatever outstanding balance is owed.  If this User Agreement terminates, Adroll.com will pay you the balance of your earnings within ninety (90) days after such termination.


Advertiser Payment Terms
Adroll.com also reserves the right to run an upfront credit check of new members including advertisers, advertising agencies, marketing communication firms or any other user prior to their purchase of products or services through Adroll.com.  Adroll.com may refuse business to an Advertiser based on the results of that credit check (in addition to any other reasons for refusing business which Adroll.com may exercise in its sole discretion).

Advertiser shall be liable for all charges that accrue based on the advertisements and other services actually purchased.  All prices and charges listed by Adroll.com or a Publisher or entered by you e.g., maximum bid, daily budget, etc.--are exclusive of VAT unless stated otherwise.  You agree to pay all applicable charges under this User Agreement, including VAT and any other applicable taxes or charges imposed by any government entity.  Adroll.com provides tracking tools, and in the event of any dispute, you hereby agree that the tracking metrics provided by Adroll.com shall be the official tracking metrics for resolving such dispute.

If an advertisement is not accepted in its entirety, Adroll.com or its designees shall return the fee paid by either (i) refunding the credit card purchase or (ii) mailing the Advertiser a check to the postal address registered with Adroll.com.  If a refund is not claimed within thirty (30) days, Advertiser forfeits the entire amount and any right to repayment.  Any refund check not cashed on or before its expiration date shall be deemed null and void.  Other than as specifically described above, all fees paid for advertisements are nonrefundable.   


Indemnification
By accepting this User Agreement, you agree to indemnify and otherwise hold harmless Semantic Sugar, Inc., its officers, employees, agents, subsidiaries, affiliates and other partners from any and all direct, indirect, incidental, special, consequential or exemplary damages resulting from (i) your use of the Adroll.com Service, (ii) unauthorized access to or alteration of your communications with or through the Adroll.com Service, or (iii) any other matter relating to the Adroll.com Service. Any business transactions which may arise between users from its use of Adroll.com to which Adroll.com is not party are the sole responsibility of the users involved.  No advice or information, whether oral or written, obtained by you from Adroll.com through or from the Adroll.com Service shall create any warranty not expressly stated in this User Agreement.

Without limiting the terms and conditions set forth in our Privacy Policy, you understand and agree that Adroll.com may disclose personally identifiable information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this User Agreement, or protect the rights, property, or safety of Adroll.com, its users, and the public.


Liability
You hereby agree to release Adroll.com, its affiliates, partners, and third-party service providers, and each of its respective directors, officers, employees, and agents from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed ("claims"), arising out of or in any way connected with your use of the Adroll.com Service.


Additional Terms and Conditions for Publishers
If you post a publisher website profile to Adroll.com, and place Adroll.com Code onto your site or web pages, you agree to these additional terms and conditions.


Website Approval
In its sole discretion, Adroll.com reserves the right to refuse to accept any Publisher or Advertisers. Publisher websites shall not contain (or have direct links to) any content in Adroll.com's sole discretion deemed inappropriate.  Advertiser websites shall not contain (or have direct links to) any content in Adroll.com's sole discretion deemed inappropriate.  Adroll.com reserves the right (but shall have no obligation) to prescreen, review, flag, filter, modify, refuse or remove any or all content from its Service.


Default Ads
If you choose not to specify a default redirect advertisement and when paid advertising is unavailable, Adroll.com shall have the opportunity to display "house" advertisements or advertisements connected with selected charitable organizations on your websites. Adroll.com may also display such in-house advertisements or advertisements for charitable organizations on your websites when technical difficulties require it.  In-house advertisements are not paid advertising. Under no circumstances does Adroll.com guarantee to provide any percentage fill of paid advertising to a website.


Placement of Code
Publishers may place Adroll.com Code on any and all appropriate pages within an approved website/domain. Publisher cannot make any changes to such Adroll.com Code unless approved in writing by Adroll.com. Publisher must add Adroll.com's ad serving code on designated pages or templates within the Publisher's website in order for advertisements to appear.  Adroll.com requires that each user provide a link to its Adroll.com profile on any page that has the Adroll.com ad management code in it.


Prohibited Conduct
Ad Placement & Tracking: Publisher shall not (i) place advertisements in emails without prior consent and tracking from Adroll.com; (ii) intentionally place advertisements on blank web pages or on web pages with no content; (iii) place advertisements on non-approved websites or web pages, or in such a fashion that may be deceptive to the viewer; (iv) incentivize offers or create the appearance to incentivize offers; (v) place statements near advertisements requesting that viewers "click" on an advertisement (e.g., "Please click here") or "visit" the sponsor (e.g., "Please visit our sponsor"); (vi) place misleading statements near an advertisement (i.e., "You will win $5,000."); (vii) redirect traffic to a website other than that listed by the particular Advertiser; (viii) ask viewers to take advantage of other advertisements or offers other than those listed by the particular Advertiser; (ix) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-viewer.

The parties hereby acknowledge that the Publisher is solely responsible for the method of dissemination of the advertisements, and that Adroll.com will not have any control over the method of dissemination and is relying entirely on these warranties made by Publisher.


Additional Publisher Information
Publishers will have the right to approve or reject each submitted advertisement, or to set one or more default "permissions" for acceptance or rejection of advertisements.  Adroll.com reserves the right to approve on the Publisher's behalf any pending advertisement after four (4) days of advertisement's submission by Advertiser.  Advertiser may cancel pending advertisements.  No payment is due to a Publisher on canceled or rejected advertisements, regardless of the time and method of rejection or cancellation.


Adroll.com Partners
Adroll.com will partner with a select group of third-party providers in order to bring best-in-class service to its users.  Adroll.com shall not be responsible for any service interruptions, product failures, feature failures or any other substandard performance by third-party partners whose products and services have been integrated into Adroll.com and whose performance Adroll.com cannot control and therefore guarantee.


Non-Competition 
Adroll.com has proprietary relationships with the publishers and advertisers that use the Adroll.com Service. During the term of Publisher's inclusion in the Adroll.com Service and for a period of twelve (12) months after termination of Publisher's account, including all participation in all advertising communities, groups, or networks, Publisher agrees not to solicit, induce, recruit or encourage, directly any other publisher or advertiser that Publisher knows, or has reason to know, is a current publisher or advertiser with a profile in Adroll.com, or has advertised on Publisher's website through the Adroll.com Service during the twelve (12)-month period prior to the acceptance of Publisher to the Adroll.com, for the purpose of offering to such advertiser products or services that compete with those of Adroll.com, including, without limitation, the sales of advertising across multiple sites simultaneously.


Additional Terms and Conditions for Advertisers
If you are submitting advertising creative copy or posting an advertiser product, service or website profile to Adroll.com, you agree to these additional terms and conditions.

Ad Submissions
Advertiser hereby represents and warrants that it is authorized to publish advertisements and further represents, that the contents are not unlawful, do not infringe the rights of any person or entity and that all necessary permissions or releases to display the advertisement have been obtained.

Adroll.com does not assume responsibility for any of the materials posted by users. The ideas, suggestions, opinions, comments, and observations made by Adroll.com users, and any text, data, photographs, video, music, sound, chat, messages, files or other material provided to us by users (all of which are referred to as "Ad Submissions") are not endorsed by Adroll.com, and we make no guarantee regarding the reliability, accuracy, or quality of any Ad Submission that is posted on the Adroll.com Website. You acknowledge that you will evaluate and bear any risks related to your use of any Ad Submission, including any reliance on the accuracy, completeness, or usefulness of such Ad Submission. All Ad Submissions posted to the Adroll.com Website are the sole responsibility of the person who originally posted the Ad Submission, and your sole recourse for any damage you may suffer as a result of Ad Submissions shall be to such individual.


Treatment of Content
Adroll.com and its designees reserve the right to, and in their sole discretion may, at any time review, reject, or remove any advertisement.  The sole liability of Adroll.com to an advertiser for removal of any advertisement is limited to a refund of any fees paid for advertisements that have not yet run, if any.  No liability of Adroll.com or its designees shall result from any such decision.  Publishers may also in their sole discretion and before a campaign begins review, reject, or remove any advertisement from their website or a site targeted campaign.  Notwithstanding the foregoing, Publishers cannot remove an advertisement purchased on a sponsorship basis with remaining time to run.

Advertiser acknowledges and agrees that Adroll.com, its affiliates, partners and third-party providers make no guarantee regarding the levels of impressions or clicks for any advertisement(s) or for any advertising space(s).  Adroll.com its affiliates and third-party service providers do not warrant or make any representations regarding the use or the results of the use of the materials posted in terms of their correctness, accuracy, timeliness, reliability or otherwise.


Copyright Infringement 
Adroll.com respects the intellectual property of others and asks that you do the same. Adroll.com has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA") posted at http://www.lcweb.loc.gov/copyright/legislation/dmca.pdf. The address of Adroll.com's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this section.

Adroll.com reserves the right, in its discretion, to remove any Ad Submission if we believe it may infringe the copyright rights of others. This specifically includes the submission of advertising creative copy.

It is our policy to respond to clear notices of alleged copyright infringement.  The following describes the information that should be present in your notice.  If you believe that your work has been copied or posted on the Adroll.com Website in a way that constitutes copyright infringement, you will need to deliver a written communication (by fax or regular mail, but not by email) that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the DMCA to confirm these requirements):

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.  

    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.

    4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address.

    5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

    6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Such written notice should be sent to our designated agent as follows:

Copyright Agent, DMCA Complaints
Adroll.com
201 Post Street, Suite 1000, San Francisco, CA 94108
Phone: 877 723 7655
Fax: 415 738 8026
 
Note that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.


Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE ADROLL.COM SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AT YOUR SOLE RISK AND THAT ADROLL.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES DO NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. ADROLL.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. ADROLL.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ADROLL.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES MAKE NO WARRANTY THAT (I) THE ADROLL.COM SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE ADROLL.COM SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE ADROLL.COM SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ADROLL.COM SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ADROLL.COM SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ADROLL.COM OR THROUGH OR FROM THE ADROLL.COM SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ADROLL.COM, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND ASSIGNEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL OR BUSINESS REPUTATION, OR LOSS OF USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADROLL.COM HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING); OR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, (I) LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP GENERATED BY YOU BASED ON THE SERVICES, (II) ANY CHANGES ADROLL.COM MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES), OR (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL ADROLL.COM'S TOTAL CUMULATIVE DAMAGES EXCEED US $100.


Governing Law
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.


No Third-Party Beneficiaries
You agree that, except as otherwise expressly provided in this User Agreement and with the exception of Semantic Sugar, Inc., a Delaware corporation, there shall be no third-party beneficiaries to this User Agreement.


Waiver and Severability of Terms
The failure of Adroll.com to exercise or enforce any right or provision of this User Agreement shall not constitute a waiver of such right or provision.  If any provision of this User Agreement if found to be invalid by a court of competent jurisdiction, 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 this User Agreement shall remain in full force and effect.


Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the User Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.


General Information
Adroll.com, the Adroll.com logo, and other Adroll.com logos and names are trademarks of Semantic Sugar, Inc. You agree not to display or use these trademarks in any manner without Adroll.com'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.
Attn: User Agreement Issues
201 Post Street
Suite 1000
San Francisco, CA 94108

Entire Agreement
This User Agreement constitutes the entire agreement between you and Adroll.com and governs your use of the Adroll.com Service, superseding any prior agreements between you and Adroll.com.

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