AdRack Terms of Use and End User License Agreement
This Terms of Use and End User License Agreement (also referred to as “Terms of Use”) set forth the terms under which Adrack (also “Company,” “Party,” “We,” and/or “Our”) makes its website www.adrack.com (the “Site”) and features, products, services, and platform (collectively, the “Services”) available to you (“You,” “User,” and/or “Party”), to help You optimize and manage your business relationships, customers, and potential customers
1.Authorized Use
Use of this Site constitutes acknowledgement that You have read, understand, and are in agreement with AdRack’sTerms of Use. Please read these Terms of Use in full before using this Site. If You do not agree with AdRack’s Terms of Use, do not continue to use this Site or seek its Services. By using the Site, You represent that You are of the legal age of consent with legal capability to enter into contract with AdRack under the laws of the United States, the laws of the jurisdiction in which You use the Site or the Services, or any other applicable jurisdiction. You are permitted to use the Site for your own personal, non-commercial purposes. You may not access the Services or use this Site if You are a competitor or provide the same of similar Services as the Site, except with Our prior written consent. You agree when using Our Site, you will not: use any hacking or cheating software or tools; use any robot, iframe, spider, crawler, scraper or other automated means or interface not provided by Us to access the Site; upload any files that may damage our Site; or attempt to modify any Site or feature of our Site or Service in any way.
2.License to the Services
Subject to your compliance with these Terms of Use, AdRack grants User a non-exclusive, limited, worldwide, term-limited, non-transferrable, and revocable license to use its Services, in order to optimize and manage its business relationships with its vendors, partners, customers, and potential customers, and to use other related functionality provided within the Properties intended for its use.
3.Registration and AdRack Account
Your AdRack account gives you access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. If you open an account on behalf of a company, organization, or other entity, then: (i) “you” includes You and that entity; and (ii) You represent and warrant that You are an authorized representative of the entity with the authority to bind the entity to this Agreement, and (iii) You agree to this Agreement on the entity’s behalf. By connecting to AdRack with a third-party service, You give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s AdRack Account without permission. When You create your AdRack Account, you must provide accurate and complete information, and must keep this information up to date. You are solely responsible for the activity that occurs on your Account. You are encouraged to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) on your AdRack Account. You must notify us immediately of any breach of security or unauthorized use of your Account. You agree and understand that AdRack is not liable for any losses caused by any unauthorized use of your Account.

You may control your User profile in your Account and how you interact with AdRack by changing the settings located on your Settings page. By providing AdRack with your email address, You consent to receive AdRack-related notices to the email address you’ve provided to us, including any notices required by law, in lieu of communication by postal mail. With your consent, we may also use your email address to send you other messages, such as changes to AdRack features and other special offers. If you prefer not to receive email messages, You may opt-out by clicking on the unsubscribe link on the bottom of our emails. Doing so may prevent you from receiving email messages regarding AdRack updates, improvements, or offers.
4.Accessing the AdRack System
By using the Site, You allow AdRack to automatically retrieve data from your system(s) or third-party systems or services on your behalf. You represent and warrant that You have the authority, permission and rights to allow AdRack to automatically access such system(s) and services. You hereby grant AdRack permission to access such system(s) and services and retrieve data on your customers. AdRack disclaims any and all liability associated with accessing and retrieving data on your customers from such system(s) and services on your behalf. In order to connect AdRack with any third-party service, you hereby designate AdRack as your agent in connection with such service and further authorize AdRack to: (a) store data on your customers relating to such service; (b) access such service using data on your customers that You provide AdRack; (c) use any materials You provide us in order to provide You our Services; (d) gather and export from such service any data on your customers reasonably necessary for AdRack to provide our Service to You; and (e) otherwise take any action in connection with such service as is reasonably necessary for AdRack to provide our Service to You. You agree that those third-party service providers are entitled to rely on the foregoing authorization and agency granted by you. If at any time You do not have the right and authority to allow AdRack automatic access to such system(s), then You hereby agree to immediately disable such functionality within your AdRack Account.
5.Customer Data
5.1Customer Data.
As part of AdRack, You may submit, store and access and we may collect certain personal data, business data and other information related to your current and potential customers, including (without limitation) subscriber lists and personalized email content (collectively, “Customer Data”).

5.2Use of Customer Data.
By submitting Customer Data to AdRack, You hereby grant, and represent and warrant that You have all rights necessary to grant, all rights and licenses to the Customer Data required for AdRack, its subcontractors and service providers, where applicable, to provide AdRack Services. AdRack shall have no right to sublicense or resell Customer Data, except however, that You agree that AdRack may collect, analyze, and use data derived from Customer Data (including without limitation Personal Data) and/or information collected from or about an individual, but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing AdRack and any related services. If AdRack shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from Customer Data, such data will be aggregated or anonymized such that a specific individual is not identifiable. You further agree that AdRack will have the right, both during and after the term of this Agreement, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data. You may request that AdRack delete Customer Data at any time. You also agree that AdRack will have no obligation to delete information or data which is de-identified and does not reasonably identify any individual or You.

5.3Your Responsibilities for Customer Data.
In connection with Customer Data, you hereby represent, warrant, and agree that: (a) You have obtained the Customer Data lawfully, and the Customer Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights; (b) the Customer Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by AdRack to provide AdRack Services; (c) all Customer Data has and will be collected by you in accordance with a privacy policy that permits AdRack to share, collect, use, and disclose such Customer Data as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by You to do each of the foregoing; (d) You are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Customer Data provided hereunder; (e) AdRack may exercise the rights in Customer Data granted hereunder without liability or cost to any third party; and (f) the Customer Data complies with the terms of these Terms of Use. You acknowledge and agree that AdRack takes no responsibility and assumes no liability for any Customer Data, and You will be solely responsible for Customer Data and the consequences of sharing it with AdRack hereunder. You may not submit, or cause to be submitted, any Customer Data that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card number, employment, financial or health information, or any other information which may be subject to specific data privacy and security laws including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), Children’s Online Privacy Protection Act (COPPA) or the Health Insurance Portability and Accountability Act (HIPAA), or which could give rise to notification obligations under data breach notification laws, without our prior written approval.

5.4Security Incidents.
In the event that Customer Data is disclosed to or accessed by an unauthorized party, AdRack will notify You and use reasonable efforts to cooperate with your investigation of the incident. In the event we have a reasonable, good faith belief that an unauthorized party has accessed Customer Data, we will notify you and will use reasonable efforts to cooperate with your investigation of the incident. If such incident triggers any third-party notice requirements, You shall be solely responsible for the timing, content, cost and method of any such notice and compliance with applicable laws. AdRack will not be responsible for providing any third-party notice requirements. You bear sole responsibility for adequate security, protection and backup of Customer Data when in your or your representatives’ or agents’ possession or control. AdRack does not take responsibility for adequate security, protection, and backup of Customer Data when in your or your representatives’ or agents’ possession or control. We are not responsible, and you are fully responsible, for what your authorized Users do with Customer Data.

5.5No Responsibility for Backups.
AdRack will not be responsible for any backup, recovery or other steps required to ensure that Customer Data is recoverable in the case of data loss. You are solely responsible for backing up your Customer Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your Customer Data.

5.6Rights to Customer Data.
You own all right, title and interest in and to Customer Data.
6.Payment, Fees, and Billing
6.1Fees
AdRack will charge you fees (“Fees”) for your use of the AdRack site and Services. You agree to pay any and all Fees based on your AdRack plan. AdRack may from time to time add additional services for additional fees, and also may add or amend existing fees and charges for features and/or services in existence at the time You registered for an AdRack Accont. Any change(s) to our pricing and payment terms shall become effective in the billing cycle following notice of such change to You as provided in this Agreement. However, AdRack reserves the right to revise its fees and pricing structure at any time in its sole discretion without prior notice to you. In the event that You do not agree with such fee revision, You shall have the right to terminate this Terms of Use upon thirty (30) days written notice.

6.2Billing
AdRack bills Users on a monthly basis based on the size of its operations and the number of customer accounts it processes monthly. AdRack charges a one-time Implementation Package Fee to new Users. No refunds or adjustment shall be issued for one‐time fees. Users will be automatically charged to the credit card provided or via PayPal payment. If a recurring monthly charge is declined, AdRack will suspend the User’s Account, after providing the User with (7) days to provide payment. For recurring fees, no refund or adjustment for plan downgrades, upgrades or elimination of plan features within the current billing term shall be issued. Invoices/payments are irrevocably deemed final and accepted by You unless disputed or sought clarification within thirty (30) days from the date of issue. You will at all times provide and keep current and up‐to‐date your contact, credit card, if applicable, and billing information in your account.

6.3 Financial Transactions
When You sign up for an AdRack Account, AdRack may charge subscription or other fees to access certain Services. You acknowledge and agree that AdRack is authorized, but not required, to act on payment instructions received from anyone using your AdRack Account. You authorize AdRack to: a) initiate debits or charges against your financial account or credit or debit card periodically for the amount then due for purchases made; and b) initiate any other debits or charges authorized by You or anyone using your AdRack Account registered to You. All payments must be made in U.S. Dollars from a U.S. bank or via alternative payment methods made available by AdRack. You acknowledge that transactions may be facilitated by a third-party payment processor (the “Processor”), and agree that AdRack may share your information, including information about your financial accounts, with the Processor for this purpose. You acknowledge that AdRack is not responsible for the information collection, usage and disclosure practices of any Processor.
7.Intellectual Property and Ownership.
Your use of the Site or any of the Services does not confer any title, ownership, or interest in the Site, the Services, any information and content that You access on or through the Site or the Services, or any intellectual property rights and proprietary rights to any of them (including without limitation any rights based in trademark, copyright, patent or trade secret law). The content of the Site and the Services are protected by applicable copyright laws in the United States and other countries. As such, use of the Site and Services confers no intellectual property rights on You. Nothing contained on the Site or the Services should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by AdRack. AdRack may use the name and logo of User to designate User as a client for marketing purposes (e.g. on its website or email marketing materials). AdRack reserves its right to enforce its rights to the fullest extent of the law in the event of any violation of these Terms of Use. The Site and the Services may contain certain licensed information and content, and AdRack and its licensors may protect their rights in the event of any violation of these Terms of Use.
8.Restrictions on Use of the Services
User agrees that its use to the Services is subject to the following conditions:
  • You agree that You will not, in connection with your use of the Site or the Services, violate any applicable law or regulation. Without limiting the foregoing, You agree that You will not make available through the Site and/or Services any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity);
  • User shall not use the Site and Services in a manner that constitutes or promotes illegal gambling, pornography, pirated content or content that violates a third party’s intellectual property rights, tobacco products, including e-cigarettes, firearms or ammunition, or any product that is illegal in the jurisdiction in or into which it is sold;
  • User shall only use the Site and Services in connection with properties it owns and operates, and shall not duplicate, copy, sell, sublicense, give, rent, loan, lease, make derivative works of, or otherwise make the Services or its components available to any third party without AdRack’s prior express written consent;
  • User shall not alter, remove, or conceal any of AdRack’s copyright, trademark or other IP rights;
  • User shall not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or create any derivative work from any AdRack intellectual property, the AdRack’s Site, or the AdRack’s Services;
  • User shall not institute, assist in, or become involved in any type of attachk, including without limitation denial of service attacks, on the Site and/or Serices or otherwise attempt to disrupt the Site and/or Service or any other person’s use of the Site and/or Service;
  • User shall not attempt to gain unauthorized access to the Site, Services, information provided by other Users, or the computer systems or networks connected to the Site and/or Services;
  • User shall not use the Site or Services to develop, generate, transmit, or store information that a) is defamatory, harmful, abusive, obscene or hateful; b) performs any unsolicited commercial communication not permitted by applicable law; c) constitutes harassment or a violation of privacy or threatens other people or groups of people; d) makes any false, misleading, or deceptive statement or representation regarding AdRack and/or the Services; or e) constitutes phishing, pharming, or impersonates any other person or steals or assumes any person’s identity (whether real or an online alias);
  • User shall not use the Services in conjunction with User properties that are directed to children under the age of 13. User shall not use the Services to knowingly send to AdRack personal information (as defined under COPPA), including device identifiers or precise location data, that has been received from children under the age of 13; and
  • User shall not use the Site or the Services for any commercial purpose or the benefit of any third party or charge any person, or receive any compensation for the use of the Site or Services.
9.Use and Ownership of Data
User acknowledges and agrees that the Site and the Services allow AdRack to collect information from Users (“User Information”), which may help AdRack to target and personalize the notifications it sends to Users. This data collected may include: User email address; User Internet Protocol (IP) address used to access the Site; device push token; precise location data (i.e. GPS-level); network information; Internet Service Provider; type of operating system; browser type; language; time zone in which You are located; the times You accessed the Site; the pages on the Site You visited; information about the computer or mobile device You use to access the Site; and product preferences. AdRack and User (collectively “Parties”) shall jointly own the User Information, and each Party shall be entitled (without further compensation to the other) to use, share, market, license, sell, store, and otherwise exploit the User Information to the maximum extent permitted by law, which shall include using the User Information for cross-app, cross-device, and other interest-based advertising, analytics and market research.
10.Privacy Compliance
The Parties agree to comply with all applicable privacy laws, and each respective Party shall at all times fulfill the following obligations: a) each Party shall at all times have a Privacy Policy on its website(s) which describes how it collects, uses, stores, and shares customer information, and provides information on how customers may opt-out of receiving further communication from the website; and b) each Party shall at all times comply with its published Privacy Policy. User is responsible for obtaining all applicable consents required to enable this Site to collect information from User. User shall publish Privacy Policy and disclosures for User’s properties that comply with applicable law and these Terms of Use.
11.Term/Termination
This Terms of Use shall commence as of the effective date and shall remain in effect until terminated as provided herein. Either Party may terminate this Terms of Use for any reason or no reason at any time upon thirty (30) days prior written notice of termination to the other Party. Notwithstanding the foregoing, AdRack may terminate this Terms of Use immediately upon written notice to User in the event AdRack believes User has breached this Terms of Use. Upon termination of this Terms of Use, the license granted to the Services pursuant to these Terms, shall immediately terminate and User shall no longer have any right to use the Site and/or Services. Upon termination of this Terms of Use by User, User may access the Site until the end of the User’s billing cycle, at which point, AdRack will deactivate the User’s Account.
12.Disclaimer of Warranties
ALL INFORMATION, CONTENT, PRODUCTS, AND SERVICES FOUND ON THIS SITE ARE OFFERED “AS IS” AND YOU ACCESS THEM AT YOUR OWN RISK. ADRACK DISCLAIMS ANY WARRANTY, EITHER IMPLIED OR DIRECTLY STATED REGARDING THIS SITE INCLUDING, BUT NOT LIMITED TO INFORMATION, CONTENT, PRODUCTS, AND SERVICES. ADRACK PROVIDES NO WARRANTY CONCERNING THE RESULTS AND EFFECTIVENESS OF THIS SITE OR ITS INFORMATION, CONTENT, PRODUCTS, AND SERVICES. USE OF THIS SITE IS AT YOUR OWN RISK. ADRACK DOES NOT GUARANTEE, WARRANT, OR REPRESENT, THAT ALL SERVICES WILL MEET YOUR REQUIREMENTS. THIS COMPANY MAKES NO GUARANTEES THAT SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE. NO GUARANTEES ARE MADE REGARDING FUNCTIONALITY OR DEFECTS IN THE OPERATION OF SERVICES OR RELATED SOFTWARE OR THAT ERRORS WILL BE CORRECTED. ADRACK ALSO DOES NOT GUARANTEE, WARRANT, OR REPRESENT, THAT THIRD PARTY SERVICES WILL MEET YOUR REQUIREMENTS. ADRACK MAKES NO GUARANTEES THAT THIRD PARTY SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE. NO GUARANTEES ARE MADE REGARDING FUNCTIONALITY OR DEFECTS IN THE OPERATION OF THIRD PARTY SERVICES OR RELATED SOFTWARE OR THAT ERRORS WILL BE CORRECTED.
13.Limitation of Liabilities
ADRACK WILL NOT BE HELD LIABLE OR RESPONSIBLE FOR DIRECT, INDIRECT, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGE RESULTING FROM YOUR USE OF AND/ OR ACCESS TO ADRACK’S SITE OR SERVICES. THE FULL AND TOTAL LIABILITY, AS PERMITTED BY LAW, OF ADRACK FOR CLAIMS RESULTING FROM YOUR USE AND/ OR ACCESS TO ITS SITE OR SERVICES – WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE – IS LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, TO USE AND/ OR ACCESS THE SITE AND/OR ITS SERVICES.
14.Third Party Links
Following third-party links found on this Site is done at your own risk. Inclusion of third-party links on this Site does not constitute AdRack’s recommendation for or endorsement of such third party products and services. Such links are intended for convenience and reference, and AdRack is not responsible for content, information, software, or any other materials made available on third party sites.
15.Third Party Dealings
Dealings with third parties which result from use of this Site are done at your own risk. Any transactions conducted between You and any third parties are not the responsibility of AdRack. These transactions may include, but are not limited to, products, services, payment, conditions, warranties, or any terms and conditions. AdRack will not be held responsible for your dealings with these third parties, even where such third parties may have been discovered by You through a link of AdRack’s Site.
16.Disputes and Resolution
Any dispute originating from or related to your use of and/or access to the Site and Services in which you deem AdRack to have liability is governed by the state of California. Disputes will be settled exclusively and finally by arbitration according to the effective commercial arbitration rules of the American Arbitration Association at the time of the dispute in Los Angeles. The arbitrator shall have the power and authority to award damages connected with a Dispute which may not exceed actual compensatory damages and shall not multiply actual damages or award consequential, exemplary, or punitive damages. In addition, each Party irrevocably waives any claim thereto. Any award shall be conclusive and final. An arbitration agreement should not be understood as an agreement to the consolidation or joinder of an arbitration under these Terms of Use with an arbitration of claims or disputes of any non-party, regardless of the nature of the disputes. All disputes between You and AdRack will be resolved through arbitration. As a result, You waive your right to assert or defend your rights or go to court. You also forego the right to be part of or originate a class action suit. Your applicable rights will be decided by neutral arbitrators, not by a court of law, judge, or jury. By using AdRack’s Site and Services, You agree to these restrictions and conditions. If the arbitration provisions contained herein become unenforceable or inapplicable, or in the event of any lawsuit between You and AdRack or its Site, You agree fully that jurisdiction of this and any suit shall rest exclusively in the federal and state courts in California. You also fully agree that any actions or claim related to use of this Site or Services must be filed within one (1) year after the said action, cause, or claim, or be forever barred.
17.Indemnification
Use of this Site and the Services constitutes an agreement to hold AdRack blameless against any and all liability, expenses, loss, damages, actions, suits, claims, and proceedings, including, without limitation, reasonable attorneys’ fees and relevant costs, arising from or related to any cause of action, allegation, claim or involving, without limitation, your unauthorized or unlawful use of this Site and/or its Services.
18.Governing Law
This Terms of Use shall be governed by the laws of the State of California without regard to choice of law principles.
19.Entire Agreement
The entire agreement between AdRack and You are contained in this Terms of Use.
20.Modification
AdRack reserves the right to modify its Terms of Use and to add additional terms at any time. Notification of modifications and/or additions will be clearly posted on this Site where AdRack deems it to be appropriate. All modifications and additions are effective immediately. If You disagree with any modified or additional terms and conditions, You are not obligated to use the Site or its Services.
21.Non-Waiver; Severability
Any failure on behalf of AdRack to enforce these Terms of Use does not constitute AdRack’s waiver of right to continue to enforce these Terms of Use. In the event that any of the provisions within the Terms of Use are deemed to be illegal, invalid, or unenforceable, such terms and conditions will be nullified and the remaining provisions will remain in full effect.