Terms of Service

These Terms of Service together with any applicable Insertion Order(s) and/or Product Addendum(s), (collectively, the “Agreement”) describe the terms and conditions under which you (“Client”) may access and use Adoro’s Services.

BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT CREATION PROCESS, SIGNING THE SERVICE AGREEMENT, USING ADORO’S SERVICES, OR CONTINUING TO USE THIS WEBSITE, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT.

IF CLIENT IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY (FOR EXAMPLE, AS AN ADVERTISING AGENCY OR AUTHORIZED RESELLER ON BEHALF OF A CLIENT), CLIENT REPRESENTS AND WARRANTS THAT CLIENT HAS THE AUTHORITY TO BIND SUCH ENTITY, AND THE TERM “CLIENT” WILL ALSO REFER TO SUCH ENTITY.

ADORO MAY MODIFY THE AGREEMENT FROM TIME TO TIME; CONTINUED USE AFTER NOTIFICATION OF AN UPDATE WILL CONSTITUTE ACCEPTANCE

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IMPORTANT: BY AGREEING TO THIS AGREEMENT, CLIENT AGREES TO RESOLVE DISPUTES WITH ADORO THROUGH BINDING ARBITRATION (AND, WITH VERY LIMITED EXCEPTIONS, NOT IN COURT), AND CLIENT WAIVES CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTIONS, AS DETAILED IN SECTION 15.

1. DEFINITIONS

• “User Account” means an account for access to the Platform.
• “Ad Account” means an account that is related to an advertising platform (ex. Google, META)
• "Ad" means any paid campaign in search, display or otherwise that is targeted to an end user through the Services.
• “Adoro API” means Adoro’s application programming interfaces and the accompanying Documentation, code, and related materials, which are subject to the API license agreement found at http://adoro.us/terms
• “Adoro Materials” means the Platform, Adoro API, Technology, Documentation, visual interfaces, graphics, design, templates, compilation, computer code, and all other elements of the Service, including related modifications and derivative works.
• “Agency” means an advertising agency acting on behalf of a Client.
• “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 and 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 and the General Data Protection Regulation (“GDPR”) upon its effective date) that relate to a party’s obligations under this Agreement.
• “Authorized Resellers” means resellers approved by Adoro in its sole discretion.
• “Campaign Data” means performance and measurement data made available through the Platform that relates to Client’s Ads and campaigns launched through the Services.
• “Client Content” means all logos, Ads, background images, trademarks, fonts, hex codes, images, graphics, text, audio, video files, product feeds, and other content in any media and format provided by Client or obtained by Adoro for use with the Services.
• “Client CRM Data” means any email addresses or other CRM data about Client’s end users, customers or prospective customers provided by Client or obtained by Adoro in connection with the Services
• “Documentation” means reference documents, support service guidelines, policies, or technical material relating to the Services or Technology that are provided by Adoro to Client.
• "European Territories" mean the European Economic Area and Switzerland. For the purpose of this Agreement, the expression "European Territories" shall continue to include the United Kingdom, even after the United Kingdom leaves the European Economic Area following Brexit.
• “Feedback” means information regarding the features and performance of the Services and Materials, including (without limitation) reports of failures, errors, bugs, or other malfunctions that Client encounters through its use of the Services.
• “Insertion Order” or “Order Form” means a document executed by both parties that specifies the type of Services to be provided to Client by Adoro for campaigns, the duration of the Services, a budget, fees, and other specific details for the Services.
• “Managed Account” means a Client or User account that Adoro provides support to and meets minimum spend requirements that may be adjusted from time to time at Adoro’s sole discretion.
• “Network” means a group of publishers, ad networks, ad exchanges, and other ad inventory sources that Adoro has partnered with to provide the Services.
• “Platform” means the Adoro website, dashboard, and tools that Client has access to through the Services to create, launch, monitor, pause, and stop an Ad or campaign.
• “Product Addendum” means any Service specific terms and conditions.
• “Services” means any Adoro offering that Client agrees to receive, subject to this Agreement, any applicable Product Addendums, and, if applicable, Insertion Order(s).
• “SDK” means Adoro’s software development kit to support its mobile retargeting Ad Services.
• “Service Data” means data (and each component of such data) that is collected by Adoro from 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 Client CRM Data or Campaign Data. If Client has configured or agreed for Adoro to implement the pixel (or other script or code) to send hashed end user email addresses from Client’s website to Adoro or has authorized Adoro to collect and store hashed end user email addresses, these hashed end user email addresses will be Service Data.
• “Technology” means the Adoro proprietary technology that allows Adoro to provide the Services, including the Adoro pixel (or other script or code), the Adoro API, the SDK, or other mutually agreed upon means.

2. The ADORO 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 or Product Addendum. If Client opts-in to cross-device, Client agrees: i) to allow Adoro to collect and/or use hashed end-user email addresses from Client's Sites and store it as a persistent part of our cross-device graph; ii) such collection and/or usage of hashed email addresses will be Service Data; and iii) Adoro may combine such hashed emails with data or hashed emails of other participating customers in order to recognize users across devices.

2.2 Adoro License Grant. Subject to Client’s payment of all applicable fees and the terms set forth in this Agreement, Adoro grants to Client during the Term the following limited, worldwide, non-exclusive, non-transferable rights and licenses without the right of sublicense : (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 Client’s MMP, and/or (iv) to integrate through other mutually agreed upon means (e.g., integration using the Adoro API).

2.3 Client License Grant. Client grants Adoro a non-exclusive, worldwide, royalty-free, sublicenseable and transferable, license to access, use, copy, distribute, reproduce, adapt, modify, perform, display, publish, transmit, format, store, and archive the Client Content for the purpose of providing the Services, supporting Client’s use of the Services, and in promotional materials related to the Services. For Clients requesting Adoro’s dynamic creative advertisement services: i) Client agrees that Adoro will retain ownership of any underlying techniques, know-how, templates, and design methods; and ii) Client acknowledges that Adoro will connect to Client’s website to pull and download images at the explicit direction of Client for the purpose of providing Services.

2.4 Requirements. Client will comply with all requirements for use of the Services communicated by Adoro to Client via Documentation, and acknowledges that absent such compliance, Adoro 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 Adoro on Client's website; (ii) installing the SDK or integrating with Client’s MMP, into Client’s mobile or tablet applications; (iii) supplying appropriate Client Content necessary for Adoro to provide the Service; and/or (iv) allowing access to data collected by Client’s mobile measurement partner. Adoro will have no liability to Client for such inability to provide the Services, if such inability is a result of Client’s failure to comply with this Section 2.4.

2.5 Modifications. Adoro will host the Services and may update the Services from time to time in accordance with this Agreement. If Adoro provides Services updates to Client that require action on Client’s part, Client will integrate the updates within 30 days. Adoro may make changes to the Services (including discontinuation of all or part of the Services) at any time. Adoro 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 Adoro.

2.6 Display of Ads. Client can request to work with Adoro (including within the Platform where such functionality is available) to manage display preferences when and to the extent such controls are made available to Adoro. Client acknowledges that Adoro has limited control where and how often Ads will be displayed within the Network. Adoro is committed to provide quality inventory, however, at times Ads may be displayed next to ads of Client’s competitors, or on websites or applications that are undesirable to Client unless Client excludes the website in accordance with applicable Documentation. If a Client raises written concern about a website that Ads are being served on, Adoro will to the best of efforts remove the Client's Ads from serving on this inventory. Adoro 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 Adoro in writing that Ads are being displayed in this manner, Adoro will use commercially reasonable efforts to prevent Ads from continuing to display on such inventory sources. Client Content must comply with Documentation and advertising policy requirements or Adoro may be unable to provide the Services with respect to such Client Content. Adoro retains the authority to remove any Client Content that it deems to be in violation of this Agreement or Documentation, in its sole discretion. Adoro reserves the right to pause or terminate campaigns at any time that are no longer eligible to run in accordance with such policies or Documentation.

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 Adoro 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 Adoro may accept certain third-party terms and conditions as agent on Client's behalf where necessary for Adoro 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. Client hereby authorizes Adoro to accept such terms on Client's behalf in order to carry out the Services and agrees and acknowledges that (i) Client will be subject to such additional terms and (ii) Adoro shall have no responsibility nor liability in relation to such additional terms.

2.8 Promotions. Adoro may offer promotions to Client, subject to any terms set out in the applicable Documentation or, if applicable, Insertion Order. If Client accepts the promotion, Client understands and agrees that after the promotion, the campaign will automatically continue as a paid campaign, unless Client pauses or completes the campaign as described in the applicable Documentation. Client is responsible for all campaign costs that occur beyond the parameters of the promotion described in the applicable Documentation.

2.9 Advertising Policy Guidelines. Client will adhere to the advertising guidelines as set out by Adoro in accordance with the policies set by our Network, Applicable Law, or applicable Documentation. Client is responsible for ensuring that Client Content and Client Sites, as defined below, are compliant with these policies. Adoro reserves the right to review campaigns and Ads at any given time. Our Network’s policies and self-regulatory bodies’ codes of conduct are constantly being reviewed and updated, and as such, active or approved campaigns may be reviewed, to ensure that they comply with current policies, codes, and legal requirements.

3. AGENCY CLIENTS

3.1 Authority, Liability, and Direct Relationship. Where Client is an Agency or Authorized Reseller entering into Services on behalf of their Clients: (i) Agency or Authorized Reseller represents that it has the authority to act on behalf of such clients with respect to all obligations and representations set forth in this Agreement; (ii) upon request, Agency/Authorized Reseller will provide Adoro with written confirmation of the relationship between Agency/Authorized Reseller and its client (this confirmation should include their client’s acknowledgement that Agency is indeed its agent and is authorized to act on its behalf in connection with the Agreement); (iii) upon the request of Adoro, Agency will provide Adoro with written confirmation that Client has paid to Agency funds sufficient to make payments pursuant to the Agreement; (iv) Agency or Authorized Reseller accepts responsibility for the actions of its Client and Ad 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; (v) except as otherwise set forth hereunder, Agencies or Authorized Resellers will ensure the performance of their respective Client’s obligations under this Agreement and will have joint and several liability in respect of Client’s breach of this Agreement; (vi) Agency or Authorized Reseller Clients may request at any time that their Account be migrated to another agency or to a direct Client Account with Adoro and nothing in this Agreement will prevent Adoro and a Client from entering into a direct relationship; (vii) Adoro reserves the right to reasonably object to any Clients at Adoro’s sole discretion.

3.2 Support and Marketing. Where Client is an Agency or Authorized Reseller: (i) Adoro will provide commercially reasonable support during Adoro’s normal business hours, but Agency or Authorized Reseller acknowledge that they will be solely responsible for providing support to their Clients in connection with such Clients’ use of the Services;(ii) Agency or Authorized Seller is 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 Adoro marketing requirements and other Documentation; and (iii) Adoro 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 & MANAGEMENT

4.1 Account Set Up. Client will choose email credentials, including a password, for its User or Client 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 Adoro of any breach of security, misuse, or unauthorized use of its Account or credentials.

4.2 Industry Analysis, Campaign Set-Up, and Management.  Adoro may offer partial or full Managed Account Services to Client. 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, modiffy campaigns, ad copy or creative, 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 the responsibility of Client. If Adoro provides management services, Adoro will use commercially reasonable efforts, in accordance with the Documentation, to comply with the budget specified by Client. When Client increases or decreases its budget it may take up to 48 hours for the new authorized budget to take effect.

4.3 Campaign Measurement and Tracking. Unless expressly agreed to in writing by Adoro, service may be based on Adoro's measurements and tracking through its own servers using the number of ad spend, impressions, clicks, and other indicators necessary for calculating the fees payable by Client. Client may access these measurements through the Platform. Otherwise, service fees will be based per User Acconuts, Ad accounts on the Adoro platform, or otherwise specified in the service or purchase order contract.. .

4.4 Campaign Optimization. Adoro may optimize towards Client's performance or goals by programmatically using Client Content to create new content (such as Ads and, if Client agrees to receive such Services, emails, or other necessary marketing materials) and inserting them into Client's active campaigns, or create, change, or pause campaigns on the Client's behalf, subject to Client's budget. Adoro will subsequently notify Client if Adoro makes material changes to Client's Campaigns or Ads. In addition to Adoro's optimization services and features, Adoro may offer Managed Account Services to Client.

5. PAYMENT TERMS

5.1 The pricing for the services purchased are agreed upon in the service contract. Adoro will invoice for the services on a monthly basis or per the schedule provided in the pricing section. The initial payment per User or Ad account added for the industry analysis and account setup shall be due upon execution of this Agreement via Stripe and subsequent monthly service fees shall automatically be due and auto-paid on the 1st day of each month thereafter until this Agreement expires as outlined in the service contract.  All invoices are due and payable in full, due on receipt of the invoice date, and only via ACH or credit card on Stripe. Adoro will only provide electronic receipts via email or through the Adoro platform. 

5.2 Client agrees to keep valid payment method information (for example, credit card or ACH account information) on file in Client's Account via Stripe always and Adoro will charge Client monthly for each active ad account on the platform or otherwise specified in the service contract.. Client authorizes Adoro to charge such amounts using the valid payment details provided by Client. Client understands that all funds transferred to Adoro become the property of Adoro upon transfer to compensate Adoro for costs involved in delivering the Services, including creating and maintaining, and providing access to the Documentation, Network, Platform, Technology, and Campaign Data. Claims relating to Account charges must be raised by Client within thirty (30) days of receipt or will be barred.

5.3 Managed Service Requests. Adoro may, in its sole discretion, allow Client to request Managed Services for any User or Ad  account. Adoro reserves the right to request a prepayment and/or prepaid retainer from Client at any time. Adoro will send Client an adjusted monthly invoice via email reflecting the amount owed by Client to Adoro. Managed services fees shall automatically be due and auto-paid on the 1st day of each month until this Agreement or the managed services expires as outlined in the service contract. The fees for both platform and the managed servies will be combined into once invoice.  All invoices are due and payable in full, due on receipt of the invoice date, and only via ACH or credit card via Stripe. Adoro will only provide electronic receipts via email or through the Adoro platform.  Adoro will charge a 1.5% per month service charge on any undisputed past due balances. Non-payment of undisputed balances more than 30 days beyond the due date shall be considered a material breach of this Agreement, whereupon Adoro may, in addition to all other remedies allowed by law, terminate this Agreement and may terminate access to, or deactivate, or remove content and campaigns created by Adoro on behalf of Client without notice to Client beyond the payment due date.

5.4 General Payment Terms. Client agrees that Client has all necessary rights, power, and authority to authorize each such payment. For certain payment methods, the issuer of Client's payment method may charge Client a foreign transaction fee or other charges. Client should check with the payment method service provider for details. If Client develops credit conditions (e.g., excessive credit card denials, chargebacks, return-to-maker payments due to insufficient funds, or increased risk of insolvency) or Adoro otherwise designates Client as a credit risk, Adoro reserves the right to require prepayment. Client agrees to maintain sufficient funds or credit availability in Client's payment method to satisfy Client's amounts due and that Adoro will have no obligation to provide the Services if sufficient funds are not available at the time Client's payment is submitted, and Adoro reserves the right to suspend Client's campaigns due to failed payments or insufficient balance.

5.5 Currency and Taxes. All payments to Adoro will be made in United States Dollars, unless otherwise agreed to in an Insertion Order or offered through the Platform. Payments are quoted exclusive of any taxes. Client is responsible for all sales taxes, use taxes, value added taxes, withholding taxes, and any other similar taxes imposed by federal, state local or foreign governmental entities on the transactions contemplated by this Agreement, excluding taxes based solely upon Adoro’s net income.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Ownership. Adoro Materials are the sole and exclusive property of Adoro or its third-party licensors, as applicable, and are protected by Applicable Law. Client’s rights to the Adoro Materials are limited to those rights expressly granted in this Agreement and do not include any other licenses. Client Content is the sole and exclusive property of Client or its third-party licensors as applicable and is protected by Applicable Law. Adoro’s rights to the Client Content is limited to those rights expressly granted in this Agreement and do not include any other licenses.

6.2. Any custom work developed for Client as part of this Agreement shall be the property of Client upon payment in full for the custom work. Custom work may include designs, property specific content, but does not include any underlying software, hardware, destination-specific content around events, attractions, things to do in the market (hereby collectively referred as “Destination Content”), or copyrighted material that is owned by Adoro or which is used to render the work product for Client. Adoro grants to Client a nonexclusive, worldwide, and royalty-free right and license to use, copy, perform and display (publicly or otherwise) the Destination Content. Adoro owns all right, title and interest in its intellectual property, the product(s) and/or service(s) that are not Client specific. Adoro does not convey any right, title, or interest in the provided product(s) and/or service(s). Nothing herein shall be construed as limiting Adoro’s ownership of any patent, copyright, or other intellectual property or trade secret rights in any information developed independently of this Agreement even though such information may have been used in connection with Adoro’s performance of its obligations under this Agreement. Nothing herein shall prohibit Adoro or its employees or subcontractors from providing similar services to others and/or from using or disclosing to others the general knowledge, skill, and experience that Adoro develops under this Agreement.

6.3 Adoro shall transfer the ownership of content and ads to Client upon payment in full for the applicable deliverable. Pursuant to this Agreement, Adoro is authorized to and will retain a copy of ads and content. In the event a deliverable is not paid in full, Client agrees and acknowledges it does not own the deliverable or have license to use that deliverable unless otherwise agreed between the parties. Any content and ads owned by Adoro in a disputed deliverable will not restrict Client's ordinary business of marketing and advertising its products as Client may have ordinarily done prior to the Agreement. Any copying of files from the internet without Adoro’s written consent to transfer said files shall be regarded as a material breach of this Agreement. Adoro will pursue and enforce its rights, including injunctive relief, damages, attorney fees, and litigation expenses.

6.4 Restrictions. Client will not (i) modify the Adoro Materials or any related proprietary notices; (ii) reverse engineer, decompile, disassemble or interfere with any Adoro Materials (except where and to the extent such prohibition is not permitted by law); (iii) sublicense, rent, sell, or lease access to the Adoro Materials, or use the Adoro Materials to create any other product, service or dataset; (iv) except with respect to Campaign Data, log, capture, or otherwise create any record of any data transmitted to or from the Adoro Materials; (v) deliver or introduce any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into the Adoro Materials; (vi) use the Platform for any illegal purposes or any purpose other than using the Services for its intended purpose, which does not include creating or supplementing end user profiles with targetable interests, end user movement profiles, site-specific retargeting, and product-interest information outside of the Services; (vii) make or publish any representations or warranties on behalf of Adoro concerning the Services or Adoro Materials without Adoro’s prior written approval. When reproducing Adoro Materials, Client will include proprietary rights notices contained on the Adoro Materials.

6.5 Export Control Laws. Adoro Materials may be subject to United States export control laws, including the U.S. Export Administration Act or other import or export regulations in other countries. Client must comply with all such regulations and is responsible for obtaining any related licenses.

6.6 Feedback. Feedback provided to Adoro may be used to develop and improve the Service, Adoro Materials, new products, and services. To the maximum extent permitted by law, Client grants Adoro a nonexclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit Feedback without restriction.

7. DATA RIGHTS, RESTRICTIONS AND PRIVACY

7.1 Client CRM Data. Adoro will only use Client CRM Data for the purpose of providing the Services and it shall be treated as Client Confidential Information. However, Adoro may disclose Client CRM Data to third parties solely as required to provide Services to you in accordance with the Adoro Data Processing Addendum. For the purposes of this Agreement and to assist with compliance with Applicable Law, Adoro is a data processor and Client is the data controller of the Client CRM Data and Adoro shall process such Client CRM Data only in accordance with the Adoro Data Processing Addendum.

7.2 Service Data and Campaign Data. Adoro is the sole owner of the Service Data and the Campaign Data and may use either for any purpose allowed by Applicable Law. Adoro grants Client a nonexclusive, perpetual, irrevocable, royalty-free, fully paid, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit the Campaign Data in any manner allowed under Applicable Law.

7.3 Adoro Data Privacy Responsibilities. If and to the extent Service Data or Campaign Data contain any personal data of individuals located in European Territories, Adoro Advertising Limited in Ireland will be the data controller of such data and will process this data in compliance with Applicable Law. Adoro Advertising Limited will use reasonable efforts to cooperate with Client in responding to regulatory or data subject inquiries received by Client about Adoro’s collection and processing of the Service Data or CRM Data containing personal data from individuals located in European Territories.

7.4 Client Data Privacy Responsibilities. Client will comply with all Applicable Laws that relate to individual third-party privacy and publicity rights and will be solely responsible for the operation of all websites and applications owned or operated by Client when Client uses the Services. Client will include clear and conspicuous notice consistent with Applicable Law on its websites, mobile and tablet applications that (i) discloses (and, where legally required, obtains consent to) its practices with regard to cookies, targeting and online behavioral advertising, specifically addressing its data collection, use and disclosure practices (including that by visiting Client’s site third parties, including Adoro, may place cookies on end user browsers for this purpose, the types of data that may be collected for targeted advertising, and that data collected may be used by third parties, including Adoro to target advertising on other sites or applications based on the end users’ online activity); and (ii) informs end users how they may opt-out from receiving targeted advertisements which may include links to by visiting the NAI website opt-out page here: http://www.networkadvertising.org/choices/ or the DAA opt-out page here: http://www.aboutads.info/ or, for end users located in European Territories, the EDAA opt-out page here: http://youronlinechoices.eu/. Client will only send personally identifiable information or personal data to Adoro through the pixel or otherwise consistent with Adoro’s instructions or Documentation.

7.5 Client agrees that in order for Adoro to comply with Applicable Law in providing the Services, Client may be required to host a notice and consent collection mechanism on its website that provides Adoro and members of its Network with consent to the placing of cookies on end users' browsers. If Client fails to implement this mechanism (either as a feature of the Adoro Services or through its own similar mechanism, subject to Adoro’s approval of any such Client provided mechanism) then Adoro may not be able to perform the Services under this Agreement.

7.6 NOTWITHSTANDING ANYTHING TO THE CONTRARY, Adoro WILL HAVE NO LIABILITY IN CONNECTION WITH, AND CLIENT SHALL INDEMNIFY, DEFEND AND HOLD Adoro HARMLESS WITH RESPECT TO: (A) CLIENT’S FAILURE TO PROVIDE NOTICES TO, OR OBTAIN CONSENTS FROM, ITS END USERS REGARDING ITS PRIVACY PRACTICES OR THE SERVICES DESCRIBED HEREIN WHICH ARE REQUIRED BY APPLICABLE LAW, (B) THE COLLECTION, USE OR DISCLOSURE OF DATA AS CONTEMPLATED IN THIS AGREEMENT, OR (C) DATA SECURITY OR DATA USE IF Adoro ACTS IN ACCORDANCE WITH CLIENT’S INSTRUCTIONS.

8. WARRANTIES AND DISCLAIMER

8.1 By Client. Client represents and warrants to Adoro that: (i) it has the right to enter into this Agreement, to grant all rights granted and to perform its obligations under this Agreement; (ii) the Client Content and the Client websites, mobile or tablet applications ("Client Sites") do not include, and does not give access via hyperlinks to any property containing, materials that are obscene, defamatory or contrary to any Applicable Law; (iii) Client Content and Client Sites comply at all times with the Documentation (including, but not limited to, the Adoro guidelines and policies) and Applicable Laws in all jurisdictions where Client Ads and Client Sites are viewed; (iv) Client Sites do not display, reference, link to, or endorse any content that violates this Agreement or the Documentation; (v) the Client Content does not infringe or misappropriate the rights of any third party; and (vi) the collection, transfer, use and disclosure of Service Data or Client CRM Data in accordance with this Agreement will not violate the rights of any third party (including any customer of Client) or any statements in its own posted privacy notice or similar privacy statement.

8.2 By Client. Client represents and warrants with respect to all images provided by Client to Adoro that Client has either: a.Created the image(s) and has full ownership of the images; b.Purchased the image(s) and has proof of purchase; c. Licensed the image(s) and has full authorization of use and proof of said license; or d. Obtained signed written permission from the owner of the photograph(s) to use the image(s) for commercial purposes, including third party usage; and e.If models were used in the photograph(s), Client represents that it has acquired a signed and dated copy of a model’s release for the photographs, and shall provide Adoro with a copy of the release form on request. Client shall provide Adoro with proof of ownership or license to the image(s) upon request. Adoro must obtain proof of ownership or license for any image(s) provided by Adoro that are posted on a website and will provide a copy to the Client upon request.

8.3 COPPA Compliance. In accordance with the Children’s Online Privacy Protection Rule (COPPA), Client represents and warrants that it will not place Adoro’s pixel on any website that is directed (in whole or in part) to children under the age of thirteen (13), and that it will not knowingly send to Adoro any information derived from children under the age of thirteen (13).

8.4 By Adoro. Adoro represents that: (i) it has the right to enter this Agreement, to grant all rights granted, and perform its obligations; and (ii) the Technology will perform substantially in accordance with the Documentation. For any breach of this Section 8.3(ii), Adoro’s sole liability and Client’s sole remedy will be re-performance of the Services by Adoro or Client’s termination rights under Section 11.

8.5 Adoro represents and warrants that the products and services will be provided in accordance with prevailing industry standards, in a manner that minimizes errors and interruptions in services and in compliance with applicable law. The parties acknowledge that services may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance or due to other causes beyond Adoro’s reasonable control, but Adoro shall use reasonable efforts consistent with industry standards to provide advance notice of any scheduled service disruption.

The parties further acknowledge that SERVICES AND PRODUCTS ARE PROVIDED “AS IS" and "AS AVAILABLE" AND ADORO MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED HEREIN. Without waiver of the above, and in the event of a failure of the product or Adoro’s services and the inability of Adoro to provide services to Client, Adoro will attempt to resume services as quickly as possible with no additional charges to Client over and above those listed in attached schedules of this Agreement. 

8.4 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS STATED IN THIS SECTION 8, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADORO EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATION, WARRANTY, CONDITION, OR OTHER CONTRACTUAL TERM (COLLECTIVELY, “PROMISES”) OF ANY KIND WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, COMMON LAW OR CUSTOM. THE SERVICES AND MATERIALS MADE AVAILABLE BY ADORO UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY PROMISE WHATSOEVER. EXCEPT WHERE AND TO THE EXTENT SUCH DISCLAIMERS ARE PROHIBITED BY LAW: (A) ADORO EXPRESSLY DISCLAIMS ALL IMPLIED PROMISES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, (B) ADORO DOES NOT PROMISE NON-INTERFERENCE WITH THE ENJOYMENT OF THE SERVICES OR THAT THE SERVICES WILL BE ERROR-FREE, SECURE OR UNINTERRUPTED, AND (C) ADORO MAKES NO PROMISE REGARDING THE RESULTS CLIENT WILL OBTAIN THROUGH USE OF THE SERVICES. (D) ADORO MAKES NO WARRANTIES OR GUARANTEES REGARDING THE ACCURACY OF THE INFORMATION IN THE MARKETING CAMPAIGNS WHICH IS PROVIDED BY CLIENT OR FOR INFORMATION GENERATED BY ADORO, WHICH HAS BEEN APPROVED BY CLIENT. 

9. INDEMNIFICATION

9.1 Client indemnification. Client will defend, indemnify, and hold harmless Adoro and its officers, directors, employees and subsidiaries from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding (i) Client’s breach of this Agreement; and (ii) any violation, infringement or misappropriation of any law or third-party right (including intellectual property, property, privacy or publicity rights) by Client, the Client Content or Client CRM Data.

9.2 Adoro Indemnification. Adoro will defend, indemnify and hold harmless Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party regarding any violation, infringement or misappropriation of any copyright, trade secret, U.S. patent or trademark by the Adoro Materials, but excluding any software incorporated into Adoro's software under an open source license. In no event, will Adoro have any liability under this Section 9.2 arising from (a) unauthorized modifications made to the Technology; (b) the Client Content; or (c) the combination of the Adoro Materials with any third-party software, process, or service not provided by Adoro. Adoro’s indemnification obligations in this Section 9.2 will be Adoro’s sole liability and Client’s sole remedy for any claims that the Services or Materials violate, infringe, or misappropriate any intellectual property right.

9.3 Indemnification Process. The indemnified party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the indemnified party to admit liability or pay any amount (not covered by the indemnifying party) requires prior written consent of the indemnified party, not to be unreasonably withheld or delayed, and (ii) the indemnified party may join in the defense with its own counsel at its own expense.

10. LIMITATIONS ON LIABILITY

10.1 Disclaimer of Indirect Damages. ADORO WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT) OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, EVEN IF ADORO IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THE LIMITATIONS IN THIS SECTION SHALL NOT IN ANY WAY LIMIT A PARTY’S INDEMNIFICATION OBLIGATIONS ABOVE.

10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL ADORO’S COLLECTIVE TOTAL LIABILITY ARISING OUT THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO ADORO UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

10.3 Basis of the Bargain. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES ALLOCATES THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES, IS REFLECTED IN THE PRICING OFFERED TO CLIENT, AND AS SUCH IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THESE PROVISIONS ARE SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. IF ANY LIMITATION OF LIABILITY IN THIS AGREEMENT IS FOUND UNENFORCEABLE, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11. TERM AND TERMINATION

11.1 Term and Termination. Unless otherwise terminated, this Agreement will remain in full force and effect while Client uses the Services and will terminate upon written notice of cancellation of Client’s Account by Adoro or Client (“Term”), such termination to take effect thirty (30) days from receipt of such termination notice or at agreed upon termination period in the purchase oder.

1.2 Post-Termination Obligations. Upon termination notice of this Agreement (i) Adoro will cease providing the Services and permitting access to the Platform to Client; (ii) Client will within thirty (30) days’ pay to Adoro any fees that have accrued prior to the effective date of termination; and (iii) if relevant, Client will remove the Adoro pixel from its website and Adoro will not be liable for any damages (or any benefit to Adoro) resulting from Client’s failure to remove the pixel. Provided Client is not in breach of the Agreement, subject to Section 5, Adoro may refund Client for any amounts prepaid for Services that were not performed prior to termination. The following Sections will survive expiration or termination of this Agreement: Sections 1, 6-10, 11.2, 12-13 and 15-16.

11.3 Insolvency. Adoro may immediately terminate this Agreement and move Client to prepay pursuant to Section 5 in the event that (a) Client (i) fails to satisfy any enforceable, final and material judgment against it, (ii) fails to pay its fees as they become due or (iii) enters into or is the subject of an insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of Client’s debts or (b) a court appoints, or Client makes an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code) for Client or all or substantially all of its assets. Client acknowledges that Adoro may set off any liability owed to Client against any liability for which Adoro determines Client is liable to Adoro related to Services under this Agreement. In the event that an Agency (but not the Agency’s applicable client) enters into or is the subject of an insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of Client’s debts, Adoro shall have the right to notify Client directly in effort to settle outstanding liabilities under this Agreement.

12. TRADEMARKS

Each party retains all right, title, and interest to its own logos and trademarks. The Adoro logos and names are trademarks of Adoro, LLC All other trademarks and product or company names mentioned in the Services or Adoro 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 Adoro. Notwithstanding the foregoing, Adoro may use Client’s logos, name, and any trade names to (a) perform the Services and (b) indicate in promotional materials that Client is a client of the Adoro Services. All goodwill derived from the use of any trademarks will inure to the benefit of the respective trademark owner.

13. 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.

14. ASSIGNMENT

Client may assign this Agreement upon twenty (20) days written notice to Adoro after the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any other attempt to transfer or assign is void. Adoro retains the rights to assign this Agreement and delegate any or all its obligations hereunder inin connection with the sale of all or substantially all of its business, whether by sale of stock, assets, merger or otherwise This Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

15. RESOLVING DISPUTES: FORUM, ARBITRATION, CLASS ACTION WAIVER, GOVERNING LAW

PLEASE READ THIS SECTION CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S.

15.1 Please contact Adoro first! Adoro wants to address Client's concerns without resorting to formal legal proceedings. Before filing a claim, Client agrees to try to resolve the dispute informally by contacting Adoro first through info@adoro.us or via their allocated Account Manager.

15.2 Judicial forum for disputes. Client and Adoro agree that any judicial proceeding to resolve claims relating to this Agreement or the Services will be brought in the federal or state courts located in Delaware, subject to the mandatory arbitration provisions below. Client and Adoro consent to venue and personal jurisdiction in such courts.

U.S. RESIDENTS ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER:

15.3 ARBITRATION

Both Parties Agree to Arbitrate. Client and Adoro agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.

Arbitration Procedures. The American Arbitration Association (AAA) (https://www.adr.org) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (https://www.adr.org/sites/default/files/commercial_rules.pdf) The arbitration will be held in the United States in accordance with the venue specified in Section 15.2. Arbitration Fees and Incentives. The AAA rules will govern payment of all arbitration fees. Adoro will pay all arbitration fees for Client on a pre-pay plan. Adoro will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that Client's claim is frivolous.

Exceptions to Agreement to Arbitrate. Either Client or Adoro may assert claims, if they qualify, in small claims court in Delaware. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. Arbitration will not be binding with regards to the Adoro Materials at Adoro’s sole discretion. If the agreement to arbitrate is found not to apply to Client or Client's claim, Client agrees to the exclusive jurisdiction of the state and federal courts located in Delaware to resolve Client's claim. Opt-out of Agreement to Arbitrate. Client can decline this agreement to arbitrate by sending an email within 30 days of first accepting this Agreement to info@adoro.us clearly stating that Client wishes to opt out of arbitration with Adoro and include Client's first and last name, the company for which the account was created, and the email address associated with the account.

15.4 CLASS ACTION WAIVER. Both parties agree to resolve any disputes, claims, or controversies on an individual basis, and that any claims arising out of, relating to or in connection with this Agreement (such as with respect to their validity or enforceability), the Adoro Materials, or any services provided by Adoro will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.

15.5 Controlling Law. This Agreement is governed by the law of the state of Delaware except for its conflicts of laws principles, unless otherwise required by a mandatory law of any other jurisdiction.

16. MISCELLANEOUS

16.1 Amendments. Adoro reserves the right to revise this Agreement, and Client’s rights and obligations are at all times subject to the Agreement then posted at Adoro.com. Client’s continued use of the Service constitutes acceptance. Adoro will also endeavor to notify and give Client an opportunity to review and accept the revisions to the Agreement, which acceptance may be manifested in electronic form (such as through a click-through agreement). However, subject to applicable law, the inability to contact Clients through a valid email address regarding the revised Agreement and obtain express acceptance in no way limits the revised Agreement’s effectiveness and application.

16.2 Independent Parties. Adoro is an independent contractor and not an agent of Client in the performance of this Agreement. This Agreement is not to be interpreted as evidence of an association, joint venture, partnership, or franchise between the parties. Nothing in this Agreement will be deemed to confer any third-party rights or benefits; there are no third-party beneficiaries (except the indemnitees referenced in Section 9).

16.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding use of the Services and will supersede all prior agreements between the parties whether, written or oral. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of this Agreement.

16.4 Force Majeure. Adoro will not be liable for any delay or failure to perform as required by this Agreement because of any cause or condition beyond Adoro’s reasonable control.

16.5 Use of Third Parties. Subject to Section 13, Adoro may use third parties to perform its duties under this Agreement, including to serve advertisements on its behalf.

16.6 Severability. If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.

16.7 Waiver. The failure of a party to require performance of any provision will not affect that party’s right to require performance at any time thereafter, nor will a waiver of any breach or default of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

16.8 Third-Party Website Disclaimer. Any links to third-party websites from Adoro Services does not imply endorsement by Adoro of any products, services or information presented therein, nor does Adoro guarantee the accuracy of the information contained on them. In addition, since Adoro has no control over the terms of use or privacy practices of third-party websites, Client should read and understand those policies carefully.



16.9 Notice. All notices to Adoro must be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), electronic mail, or as otherwise specified by Adoro. Legal notices to Adoro must be sent to info@adoro.us. Notices to Client will be sent to the Client Account email address on file and/or posted on the Platform dashboard and are deemed effective when sent or posted.

Adoro, LLC.