2.License to the Services
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.
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 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
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.
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.
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
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.