AdRoll Prospecting Services Addendum
Updated August 16, 2017
You (“you,” “your,” or “Client”) wish to participate in the Prospecting data co-op program (the “Program”) offered by AdRoll, Inc. (“AdRoll”) in which you and other companies participating in the Program (together, the “Participants”) permit AdRoll additional rights to use data generated by AdRoll’s advertising services (the “AdRoll Services”) to target advertisements to end users cookied by AdRoll. If you are participating in or using the Program on behalf of a company, organization or other entity, then (i) “you,” “your,” or “Client” includes such entity and (ii) you represent that you are authorized to enter into this Prospecting Participation Agreement (“Agreement”) and grant all permissions and licenses provided in this Agreement on such entity’s behalf.
By clicking “I Agree” or otherwise participating in or benefiting from the Program, you agree (i) to be bound by these terms and conditions which supplement AdRoll’s Terms of Service (available at https://www.adroll.com/about/terms, the “Terms”) or other agreement explicitly superseding the Terms between you and AdRoll signed by authorized representatives of the parties (“Authorized Agreement”) and (ii) that the Program is deemed part of the AdRoll Services generally and specifically part of the “Service” provided to you under an insertion order or Authorized Agreement. In the event of any direct conflict in terms found between the Terms or Authorized Agreement and this Agreement, the terms of this Agreement control with respect to the Program.
1. SERVICE DATA.
Client grants to AdRoll, during the Term (as defined in Section 4), the following additional rights to access and use Service Data (as defined in the Terms) in connection with the provision of the AdRoll Services, including the Program, to any and all Participants which benefit other Participants in the Program by running advertising campaigns against such Service Data. A Participant’s cookie ID data included in the Service Data will not be accessed by or transferred to any other Participant. Client also grants AdRoll the right to disclose Service Data for use in connection with the Program and related AdRoll Services, as long as any disclosure of such data is aggregated, anonymized or otherwise does not individually identify Client.
2. PROGRAM DATA.
To the extent that AdRoll provides or makes available to Client any data derived from, stored in, or otherwise relating to the cookies set by AdRoll in the performance of the AdRoll Services for Participants (“Program Data”), AdRoll grants to Client, during the Term, the right to use and benefit from the Program Data solely in connection with Client’s participation in the Program. AdRoll is not obligated to disclose to Client the identity of any Participant. Immediately upon any notification by AdRoll of (any reason requiring, in AdRoll’s sole discretion, cessation of use of any Program Data, AdRoll may, and Client shall, cease all use of such Program Data.
Client will not receive any compensation or other payment for AdRoll’s or the Participants’ use of the Service or Program Data.
This Agreement commences on the earlier of (i) your clicking the “I Agree” button, or (ii) your participation in or benefiting from the Program, and continues until termination of this Agreement or the AdRoll Terms by either party (the “Term”). Either party may terminate this Agreement for convenience at any time upon 48 hours prior written notice. Sections 1 and 5-7 shall survive any expiration or termination of this Agreement.
5. CLIENT’S REPRESENTATIONS.
Client represents and warrants that: (i) it has taken all action required to make this Agreement a legal, valid and binding obligation; (ii) the collection, transfer, use and disclosure of Service or Program Data in accordance with this Agreement will not violate the rights of any third party (including any Client site visitors) or any statements in its own posted Privacy Notice or similar privacy statement; and (iii) it will comply with all applicable law.
6. LIMITATION OF LIABILITY.
ADROLL WILL HAVE NO LIABILITY IN CONNECTION WITH, AND CLIENT SHALL INDEMNIFY, DEFEND AND HOLD ADROLL HARMLESS FOR, ANY THIRD PARTY CLAIMS RESULTING FROM CLIENT’S FAILURE TO PROVIDE NOTICES TO OR OBTAIN CONSENT FROM END USERS AS MAY BE REQUIRED BY APPLICABLE LAW REGARDING (1) CLIENT’S PRIVACY PRACTICES OR (2) ADROLL’S COLLECTION, USE OR DISCLOSURE OF SERVICE OR PROGRAM DATA AS CONTEMPLATED IN THIS AGREEMENT.
7. MODIFICATIONS TO THIS AGREEMENT AND THE PROGRAM.
AdRoll reserves the right, at its discretion, to make any changes to the Program or any part thereof, except that in the event of any material changes to the Program, AdRoll will use reasonable efforts to notify you of such changes. If you do not wish to continue to use the modified Program, as your sole and exclusive remedy, you may terminate your participation in the Program upon written notice to AdRoll.
Please send any questions or comments to AdRoll, Inc., Attn: Prospecting Services Addendum, Email: firstname.lastname@example.org, 2300 Harrison St., Fl. 2, San Francisco, CA 94110, U.S.A.