Client - Means a user that signs up for an Addroid account, an "Client"
Banner - Means any ad promoting the products and/or services of the Client, which will be created and delivered with Addroid Technology.
Addroid Account - Means the creation of one or more user accounts on the Addroid platform.
Addroid Technology - Means technology that allows Addroid to create and display ads.
Client's Content - Means images, graphics, text, data, link or other objects supplied by the Client to Addroid for inclusion in the Banners.
Addroid Platform - Means the Addroid website and all the tools and capabilities the Client has access to including, creating, launching, monitoring, pausing and stopping a campaign.
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 Addroid Technology. These technical specifications include all of the following operations: i) including the tags supplied by Addroid on the Client's website(s) and advertising partners websites and properties; ii) supplying Addroid with the files of the Client's products and services (if applicable) to the Addroid Service to include in the Banners iii) supplying Addroid with the Client's logos, image files and various image and digital assets for the creation and delivery of Banners. Client shall not modify or attempt to modify the codes or any other program of the Addroid Technology.
Addroid measures, through its servers, the number of impressions and/or Banner size and 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 48hours. To access these measurements, Addroid grants the Client access to the Addroid 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 Addroid. The Addroid Platform provides the Client with a great deal of control into making adjustments to their account and campaigns. Any modifications the Client makes in setting up, 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 Addroid.
Setting up an Account with Addroid is free of charge. Addroid has no required minimum spend for use of the Addroid Technology. All charges and invoices will be based on Addroid's measurements and tracking and not based upon those of Client or any other party. Pricing shall be set forth by Addroid and may be updated from time to time and communicated to users via e-mail or similar means. For all Addroid users with a monthly impression volume less than 5,000,000, a valid credit card must be on file and will be the only method of payment accepted. Addroid will charge a $500 retainer fee to be held in reserve for all such accounts, with a monthly reconciliation and replenishment of the reserve. Credit terms will be extended to users on a case-by-case basis and only upon sole and exclusive approval by Addroid. Only customers with an average monthly impression volume in excess of 5,000,000 will be eligible for credit terms. Addroid shall send the Client a monthly invoice reflecting the amount owed by the Client to Addroid. The Client shall pay the amounts set out in the invoices within 30 days of the date of the invoice. Payments not received within 30 days of invoice will be construed as Past Due. All payments to Addroid 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. Addroid 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 LIBOR lending rate., whether before or after any judgment. Any claim on the invoice can only be raised within one month of receipt.
Neither Party shall acquire any intellectual property rights as a result of the Banner display and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. Addroid is sole owner of the data collected from the Banner as a result of its Technology. The Client acknowledges that Addroid has the right to use and disclose data derived from Client's use of the Addroid 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 Addroid Service, Addroid Technology and other Addroid products, programs and/or services, and (iii) if required by court order or law. For the whole duration of the Agreement, the Client grants Addroid 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 Addroid Network, (ii) on all documentation promoting the Addroid service. Addroid shall seek prior authorization from the Client for any press release.
Addroid 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 Addroid Technology or any service provided under this Agreement. The Client warrants and represents to Addroid 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 Addroid 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 Addroid 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.
Addroid 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. Addroid shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of Addroid including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, Addroid'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.
This Agreement shall apply as from the date of the creation of an Addroid Account and shall expire i) upon the cancellation of the Clients Addroid account either at the clients request or by Addroid ii) on the date on which the total amount which the Client will pay to Addroid for the Addroid Technology has reached Past Due status. The Client may terminate the agreement with immediate effect by written notice to Addroid: (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. Addroid 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 Addroid'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.
Addroid, Addroid.com, the Addroid logo, and other Addroid logos and names are trademarks of Addroid, Inc. You agree not to display or use these trademarks in any manner without Addroid'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:
Addroid, Inc. (dba Addroid)
Attn: User Agreement Issues
6363 Wilshire Blvd. Suite 550
Los Angeles, CA 90048
This User Agreement constitutes the entire agreement between you and Addroid and governs your use of the Addroid Service, superseding any prior agreements between you and Addroid.