Effective: January 1, 2017

These Terms of Service (“Agreement”) describe the terms and conditions under which you (“Client,” “you,” or “your”) may access and use AdRoll’s Services.

BY AGREEING TO THIS AGREEMENT, YOU AGREE TO RESOLVE DISPUTES WITH ADROLL THROUGH BINDING ARBITRATION (AND, WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 15.

1. Definitions

• “Account” means a Client account for access to the Platform.
• “Ad” means any display creative advertisement that is targeted to an end user through the Services.
• “BmcoforumBmcoforum Materials” means the Platform, Bmcoforum API, Technology, Documentation, visual interfaces, graphics, design, compilation, computer code, and all other elements of the Service, including related modifications and derivative works.
• “Applicable Law” means any applicable federal, state or foreign laws or regulations or any industry self-regulatory rules or guidelines (including the Interactive Advertising Bureau Guidelines, Standards & Best Practices, the NAI Code of Conduct, the DAA Self-Regulatory Principles for Online Behavioral Advertising, EU Directive 95/46/EC and EU Directive 2002/58/EC) that relate to a party’s obligations under this Agreement.
• “Authorized Resellers” means resellers approved by AdRoll in its sole discretion.
• “Campaign Data” means performance and measurement data made available through the Platform that relates to Client’s Ad campaigns launched through the Services.
• “Client Content” means all logos, trademarks, images, graphics, text, and other materials included by Client in the Ads provided to AdRoll for use with the Services.
• “Documentation” means reference documents, support service guidelines, policies, or technical material relating to the Services or Technology that are provided by Bmcoforum to Client.
• “Feedback” means information regarding the features and performance of the Services and Materials, including (without limitation) reports of failures, errors, or other malfunctions that Client encounters through its use of the Services.
• “Insertion Order” means a document executed by both parties that specifies the type of Services to be provided to Client by AdRoll for campaigns, the duration of the Services, a budget, fees, and other details.
• “Service Data” means data (and each component of such data) that is collected by Bmcoforumfrom end users using a pixel (or other script or code) installed on Client’s website, an integrated mobile SDK, or other mutually agreed upon means, including any data obtained from third parties while providing the Services. Service Data does not include any user email addresses or other explicitly personally identifiable information provided by Client or Campaign Data. If Client has configured or agreed for AdRoll to implement the pixel (or other script or code) to send hashed user email addresses from Client’s website to AdRoll or has authorized AdRoll to collect and store hashed user email addresses, this data will be Service Data.
• “Technology” means the AdRoll proprietary technology that allows AdRoll to provide the Services, including the AdRoll pixel (or other script or code), the AdRoll API, the SDK, or other mutually agreed upon means.

2. THE Bmcoforum SERVICE

2.1 The Services. Client may choose to receive any combination of Services available by indicating the same through the Platform or, if applicable, in an Insertion Order.

2.2 Bmcoforum License Grant. Subject to Client’s payment and the terms set forth in this Agreement, AdRoll grants the following limited, worldwide, non-exclusive, non-transferable rights and licenses without the right of sublicense to Client during the Term: (i) for applicable Services, to access and use the Platform and Documentation solely for Client’s internal business purposes, and solely on Client’s own behalf, in connection with its receipt of the Services; (ii) for web related Services, to integrate the pixel (or other script or code) into Client’s website for web-related Services; (iii) for mobile related Services, to integrate the SDK (in object code form) into Client’s mobile and tablet applications for mobile-related Services, or (iv) to integrate through other mutually agreed upon means (e.g., integration using the AdRoll API).

2.3 Client License Grant. During the Term, Client grants AdRoll a worldwide, royalty-free, non-transferable (except as necessary for AdRoll to provide the Services) license to use, distribute, reproduce, adapt (with respect to sizing or as specifically requested by Client), publicly perform, and publicly display, the Client Content in Ads on the Network or otherwise in connection with the Services and in promotional materials related to the Services. For Clients requesting AdRoll’s dynamic creative advertisement services, Client acknowledges that AdRoll will connect to Client’s website to pull and download images at the explicit direction of Client solely for the purpose of creating Ads.

2.4 Requirements. Client will comply with all requirements for use of the Services communicated by AdRoll to Client via Documentation, and acknowledges that absent such compliance, AdRoll may be unable to provide the Services to Client. Depending on the Services Client chooses to receive, technical requirements may include: (i) including tags, pixels, script, or code supplied by AdRoll on Client’s website; (ii) installing the SDK into Client’s mobile or tablet applications; (iii) supplying appropriate Client Content necessary for AdRoll to provide the Service; and/or (iv) allowing access to data collected by Client’s mobile measurement partner. AdRoll will have no liability to Client for such failure to provide the Services, if failure is a result of Client’s failure to comply with this section 2.4.

2.5 Modifications. AdRoll will host the Services and may update the Services from time to time in accordance with this Agreement. If AdRoll provides Services updates to Client that require action on Client’s part, Client will integrate the updates within 30 days. AdRoll may make changes to the Services (including discontinuation of all or part of the Services) at any time. AdRoll will provide notice to Client of material changes in accordance with this Agreement. If Client does not wish to continue to use the modified Services, Client’s sole remedy is to terminate the Agreement by providing written notice to AdRoll.

2.6 Display of Ads. Client can request to work with AdRoll (including within the Platform where such functionality is available) to manage display preferences when and to the extent such controls are made available to AdRoll. Client acknowledges that AdRoll cannot control where and how often Ads will be displayed within the Network. For instance, Ads may be displayed next to ads of Client’s competitors, or on websites or applications that are undesirable to Client. AdRoll will use commercially reasonable efforts not to display Ads on websites or applications that it determines to be pornographic, defamatory, obscene, or illegal in nature. If Client notifies AdRoll in writing that Ads are being displayed in this manner, AdRoll will use commercially reasonable efforts to prevent Ads from continuing to display in this manner. Client Content must comply with Documentation requirements or AdRoll may be unable to provide the Services with respect to such Client Content.

2.7 Third Party Terms. Certain parts of the Services require the creation of a user account with third parties to provide their products or services on the AdRoll Platform. Client is responsible for reviewing any applicable terms before participating in any part of the Services to which such terms apply. Client agrees that AdRoll may accept certain third party terms and conditions as agent on Client’s behalf where necessary for AdRoll to perform Services requested by Client, for example, terms related to running campaigns on Facebook Website Custom Audiences. Links to or copies of any such terms will be provided upon request.

2.8 Promotions. AdRoll may offer promotions, subject to any terms set out in the applicable Documentation. After the promotion, the campaign will automatically continue as a paid campaign, unless Client stops the campaign as described in the applicable Documentation. Client is responsible for all costs that occur beyond the parameters of the promotion described in the applicable Documentation.

3. AGENCY CLIENTS.

3.1 Authority, Liability, and Direct Relationship. Agencies and Authorized Resellers entering into Services on behalf of their clients represent that they have the authority to act on behalf of such clients with respect to all obligations and representations set forth in this Agreement. Agency and Authorized Reseller accepts responsibility for the actions of its client Accounts and liability for all expenses incurred through the provision of Services to its clients, and assumes responsibility for ensuring compliance with and breach of this Agreement by its clients. Except as otherwise set forth hereunder, Agencies and Authorized Resellers will ensure the performance of their respective customer’s obligations under this Agreement. Agency and Authorized Reseller clients may request at any time that their Account be migrated to another agency or to a direct Client Account with AdRoll and nothing in this Agreement will prevent AdRoll and a customer from entering into a direct relationship. AdRoll reserves the right to reasonably object to any clients at AdRoll’s sole discretion.

3.2 Support and Marketing. AdRoll will provide commercially reasonable support during AdRoll’s normal business hours, but Agency and Authorized Reseller acknowledge that they will be solely responsible for providing support to their clients in connection with such clients’ use of the Services, and are solely responsible for marketing efforts related to the “go to market” lifecycle for Services; provided that any marketing materials prepared and/or used by Agency or Authorized Reseller are in compliance with AdRoll marketing requirements and other Documentation. AdRoll reserves the right to request changes or removal of any Agency or Authorized Reseller materials used to market the Services.

4. ACCOUNT AND CAMPAIGN SETUP

4.1 Account Set Up. Setting up an Account with AdRoll is free of charge. Client will choose login credentials, including a password, for its Account and is responsible for all activities that occur through its Account or with its credentials. Client will use reasonable measures to secure its Account credentials and will promptly notify AdRoll of any breach of security, misuse, or unauthorized use of its Account or credentials.

4.2 Campaign Set Up and Management. Client will use the Platform to manage its receipt of Services, specifically to set campaign budgets and other details, and to review performance. Campaign modifications made using Client’s Account to set up, adjust the budget for, launch, suspend, or stop a campaign are the sole responsibility of Client. Charges incurred because of changes made using Client’s account will be included in Client’s regular bill or invoice. In addition to AdRoll’s optimization services and features, AdRoll may offer Managed Account Services to Client. AdRoll will use commercially reasonable efforts to comply with the budget specified by Client. When Client increases or decreases its budget it may take up to one week for the new authorized budget to take effect.

4.3 Campaign Measurement and Tracking. Unless expressly agreed to in writing by AdRoll, service fees will be based on AdRoll’s measurements and tracking through its own servers using the number of impressions, clicks and other indicators necessary for calculating the fees payable by Client. Client may access these measurements through the Platform.

5. TRADEMARKS

Bmcoforum will seek prior authorization from Client for any press release naming Client. Each party retains all right, title and interest to its own logos and trademarks. The Bmcoforum logos and names are trademarks of Bmcoforum , Inc. All other trademarks and product or company names mentioned in the Services or AdRoll Materials are the property of their respective owners and may not be used without the prior written permission of the owner. Reference to any products or services by name or otherwise does not imply endorsement by AdRoll. Notwithstanding the foregoing, AdRoll may use Client’s logos and name to indicate in promotional materials that Client is a client of the AdRoll Services. All goodwill derived from the use of any trademarks will inure to the benefit of the respective trademark owner.

6. CONFIDENTIALITY

Confidential Information includes all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether of a technical, business or other nature that the Receiving Party knows or has reason to know is the confidential, proprietary or trade secret information of the Disclosing Party. Confidential Information does not include information that (i) was lawfully known to the Receiving Party prior to receiving the same from the Disclosing Party in connection with this Agreement; (ii) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; (iii) is lawfully acquired by the Receiving Party from another source without restriction as to use; or (iv) is or becomes part of the public domain through no act or omission of the Receiving Party. Each Receiving Party will (a) use the Disclosing Party’s Confidential Information solely for the purpose for which it is provided and as permitted under this Agreement; (b) not disclose the Disclosing Party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement and the third party has executed a written agreement that contains terms that are substantially similar to the terms contained in this Section 13; and (c) maintain the secrecy of, and protect from unauthorized use and disclosure, the Disclosing Party’s Confidential Information to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. If a Receiving Party is required by law to disclose the Confidential Information of the Disclosing Party, such Receiving Party must give prompt written notice (except where prohibited by law) of such requirement to the Disclosing Party before such disclosure and assist the Disclosing Party in obtaining an order protecting the Confidential Information from public disclosure. The obligations in this Section 13 will survive termination of this Agreement until the expiration of 3 years from the date of last disclosure. Notwithstanding the foregoing, with respect to a Disclosing Party’s trade secrets, the Receiving Party’s obligations under this Agreement remain in effect if the Confidential Information remains a trade secret under the Uniform Trade Secrets Act.

7. ASSIGNMENT

You may assign this Agreement upon ten (10) days written notice to Bmcoforum about a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any other attempt to transfer or assign is void. AdRoll retains the right to assign this Agreement and delegate any or all its obligations hereunder. This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.