Splashscore Advertising Program Terms & Conditions
These Splashscore Advertising Program Terms & Conditions (“Terms”) are entered into by Splashscore (“Splashscore”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Splashscore’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that reference or are referenced by these Terms (collectively, “Programs”). In consideration of the foregoing, the parties agree as follows:
Customer authorizes Splashscore and its affiliates to place Customer’s advertising materials and related technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by Splashscore or its affiliates on behalf of itself or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Creative, (ii) Ad trafficking or targeting decisions (“Targets”), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects (“Destinations”) and (iv) services and products advertised on Destinations (collectively, “Services”). The Program is an advertising platform on which Customer authorizes Splashscore to use automated tools to format Ads. Splashscore and its affiliates may make available to Customer certain optional Program features to assist Customer with the selection and generation of Targets and Creative. Customer is not required to authorize use of these optional Targeting and Creative features and, as applicable, may opt-in to or opt-out of usage of these features, but if Customer uses these features then Customer will be solely responsible for the Targets and Creative. Splashscore or Partners may reject or remove a specific Ad or Target at any time for any or no reason. Splashscore and its affiliates may modify or cancel Programs at any time. Customer acknowledges that Splashscore or its affiliates may participate in Program auctions in support of its own services and products. Some Program features are identified as “Beta,” or as otherwise unsupported or confidential (collectively, “Beta Features”). Customer may not disclose any information from Beta Features or the terms or existence of any non-public Beta Features.
Unless a Policy, the Program user interface or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before placement, but if Customer cancels an Ad after a placement, then Customer is responsible for any cancellation fees communicated by Splashscore to Customer (if any) and the Ad may still be published. Cancelled Ads will generally cease serving within 8 business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on influencer participation). Customer must effect cancellation of Ads (i) online through Customer’s account if the functionality is available, (ii) if this functionality is not available, with notice to Splashscore via email to Customer’s account representative or (iii) if Customer does not have an account representative, with notice to Splashscore via email to email@example.com (collectively, the “Ad Cancellation Process”). Customer will not be relieved of any payment obligations for Creative not submitted or submitted by Customer after the due date provided by Splashscore. Splashscore will not be bound by a Customer provided IO.
4 Warranty and Rights.
Customer warrants that (a) it holds, and hereby grants Splashscore, its affiliates and Partners, the rights in Creative, Destinations and Targets for Splashscore, its affiliates and Partners to operate the Programs and (b) all information and authorizations provided by Customer are complete, correct and current. Customer authorizes Splashscore and its affiliates to automate retrieval and analysis of Destinations for the purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which Customer advertises in connection with these Terms (“Advertiser”). If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation that the Advertiser would have if it had been bound to these Terms. Customer will provide Advertiser with reporting data as frequently as existing reporting from Customer to Advertiser, but no less than on a monthly basis, that discloses absolute dollars spent on Splashscore and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. Splashscore may, upon request of an Advertiser, share Advertiser-specific information with Advertiser. If Customer is using a Program on its own behalf to advertise and not on behalf of an Advertiser, for that use Customer will be deemed to be both Customer and Advertiser.
Customer will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by Splashscore, within a commercially reasonable time period specified by Splashscore (e.g., in the Program user interface or IO). All payments due are in U.S. dollars. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees Splashscore incurs in collecting late payments. Charges are solely based on Splashscore’s measurements for the Programs and the applicable billing metrics (e.g., participating influencers). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. Splashscore may, in its sole discretion, extend, revise or revoke credit at any time. Splashscore is not obligated to deliver any Ads in excess of any credit limit. If Splashscore does not deliver Ads to the selected Targets, then Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which Splashscore will issue the credits following claim validation which must be used by the Use By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and that its sole remedy is to make a claim for advertising credits within the Claim Period, after which Splashscore will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CUSTOMER WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT SPLASHSCORE’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.
6 Reporting and Statistics.
Splashscore will provide Customers with password protected access to 24/7 online reporting information so that Customer may monitor its campaign. Splashscore will undertake commercially reasonable efforts to deliver results (e.g. influencers, likes, posts, clicks) in accordance with the estimates set for this campaign. However, Splashscore makes no commitment regarding results for any advertisements. Splashscore will maintain delivery assistance and Customer acknowledges that such delivery statistics are the official and definitive measurements of Splashscore’s performance on any delivery obligations for this campaign.
The materials on Splashscore are provided “as is”. Splashscore makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Splashscore does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
8 Confidentiality and Security
Splashscore limits access to personal information about you to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs. Splashscore has physical, electronic, and procedural safeguards to protect personal information about you. Your account information is located on a secured server behind a firewall. When you enter sensitive information we encrypt that information. Because email and instant messaging are not recognized as secure communications, we request that you not send private information to us by email or instant messaging services. Splashscore will make any legally-required disclosures of any breach of the security, confidentiality, or integrity of your unencrypted electronically stored personal data to you via email or conspicuous posting on this Site in the most expedient time possible and without unreasonable delay, consistent with (i) the legitimate needs of law enforcement or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.
9 Intellectual Property (Trademarks & Copyrights).
Splashscore, the Splashscore logo and the Splashscore design are trademarks or trade dress of Splashscore, and may not be used without expressed written permission from Splashscore, other than for attribution. All other trademarks not owned by Splashscore that appear on this Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Splashscore. Splashscore-originated content included on the Site, such as text, graphics, logos, software and the compilation of all content on the Site, is the property of Splashscore and its licensors and protected by United States and international copyright laws. Except as set out in these Terms, no reproduction of any Splashscore -originated content is permitted without written permission from Splashscore.
10 Limitation of Liability.
EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF SECTIONS 12(D) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO SPLASHSCORE BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
Customer will defend, indemnify and hold harmless Splashscore, its Partners, agents, affiliates, and licensors from any third party claim or liability arising out of or related to Targets, Creative, Destinations, Services, Use and breach of these Terms by Customer. Partners are intended third party beneficiaries of this Section.
Splashscore may add to, delete from or modify these Terms at any time without liability. Customer should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 3 and new campaigns may be run and reserved and (ii) continued Program Use is, in each case subject to Splashscore’s then standard terms and conditions for the Program. Splashscore may suspend Customer’s ability to participate in the Programs at any time. In all cases, the running of any Customer campaigns after termination is in Splashscore’s sole discretion.
(a) ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAMS WILL BE GOVERNED BY MASSACHUSSETTS LAW, EXCLUDING MASSACHUSSETTS CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF MASSACHUSSETTS, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. (b) Nothing in these Terms will limit a party’s ability to seek equitable relief. (c) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact). All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Splashscore under Section 12, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (h) Except as expressly listed in Section 10, there are no third-party beneficiaries to these Terms. (i) These Terms do not create any agency, partnership or joint venture among the parties. (j) Sections 1 (last sentence only) and 5 to 13 will survive termination of these Terms. (k) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
If you have questions or suggestions, please contact us at firstname.lastname@example.org.
Or in writing at: Splashscore 47 Farquhar Road Newtonville, MA 02460
Effective Date: July 1, 2013