SALES AUTOMATION ADDENDUM
Effective: June 4, 2019
This Sales Automation Addendum (“Addendum”) supplements the AdRoll Group Terms of Service and together the Terms of Service and this Addendum govern your use of the Sales Automation and Copywriting Service (as described in Section 4 and 5 below) (together, the “Sales Automation Service”). This Agreement supersedes any terms between the parties for the Sales Automation Service. Terms not defined herein shall have the meaning as set forth in the Terms of Service or the applicable Order Form.
- Additional Definitions:
- “Client Contact Data” means email addresses from the Client’s CRM Data.
- “Client CRM Data” has the same meaning as the Terms of Service and does not include Licensed Contact Data.
- “Email Service Provider” means, at the election of the Client, AdRoll Group’s email service provider or the Client’s own email service provider.
- “Licensed Contact Data” means information regarding an identifiable individual that is purchased by the Client pursuant to the Contact Data Service that can be used to directly contact an individual, such as an email address, first and last name, address or telephone number.
Client shall pay the fees set forth in the applicable Order Form in accordance with the terms of such Order Form and this Addendum. All fees for the Sales Automation Service are non-cancelable and non-refundable.
The Sales Automation Service shall commence on the Initial Term Start Date and shall continue for the Initial Term Length (each as defined in the applicable Order Form). Upon the Initial Term End Date, the Sales Automation Service shall automatically renew for one (1) year, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the Term. Notwithstanding the Terms of Service (except as set forth in the preceding sentence), the Sales Automation Service is not terminable by you for convenience and may only be terminated by you if AdRoll Group materially breaches the Terms of Service or this Addendum and fails to cure such breach within thirty (30) days of written notice thereof.
- Sales Automation Service
- 4.1 Description of Sales Automation Service. AdRoll Group hereby grants to Client a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable right and license to use and access AdRoll Group’s proprietary Sales Automation Service, whereby AdRoll Group will transmit emails through an Email Service Provider to (a) Licensed Contact Data; or (b) Client Contact Data.
- 4.2 Client License Grant. Client hereby grants to AdRoll Group an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, royalty-free, transferable and sublicensable license during the term of the Agreement to read, access, collect, reproduce, store and use any data (including Client’s customer emails, including any content therein and associated header information) that Client loads, gives access to via an authorization framework or API, transmits to or enters into the Platform as necessary for AdRoll Group to provide the Sales Automation Service. Client agrees to provide any notices and obtain any consents that may be required in order to permit the foregoing.
- 4.3 Compliance with Applicable Law
- a) General Compliance Obligations. Without limitation of any other requirements in this Addendum, Client agrees to adhere to all Applicable Law regarding Client’s use of the Service, including without limitation (as applicable) the U.S. Controlling the Assault of Non-Solicited Pornography And Marketing law (“CAN SPAM”), the Canadian Anti-Spamming Legislation (“CASL”), the Australian Spam Act 2003, EU Directive 2002/58/EC and the General Data Protection Regulation (EU) 2016/679 as well as any other applicable national, provincial, state or local laws and regulations relating to privacy, data protection, and electronic communication. Client agrees and acknowledges that as between the parties, Client (not AdRoll Group) is solely responsible for compliance with the above laws, including the determination as to whether a particular email legally and permissibly may be delivered to a particular email address.
- b) Client further agrees and acknowledges as follows (please read the below, as it is important):
- AdRoll Group shall not be liable for any acts or omissions of the Email Service Provider.
- Client is solely responsible for providing any headers, footers or other disclosures in emails as required by Applicable Laws.
- Client is responsible for obtaining, and represents and warrants that it has obtained all permissions (e.g., opt-in consent) from its end users as may be required by Applicable Law to send emails to any Client Contact Data or to permit any third party to send emails to Client Contact Data on Client’s behalf.
- If Client receives an opt-out or unsubscribe request from an end-user or becomes aware that either: (a) an end-user has withdrawn applicable permissions; or (b) that any email addresses from Client’s CRM Data is inaccurate, Client will immediately remove such email address from the applicable Service and cease providing them to AdRoll Group, as applicable.
- Client shall deliver to and notify AdRoll Group of any applicable opt-out lists and Client shall honor any reasonable specifications provided by AdRoll Group regarding integrating its opt-out list with AdRoll Group’s systems.
- To the extent allowed by Applicable Law, Client agrees it is the sole “sender” or “initiator” of the emails sent by Email Service Provider using the Licensed Contact Data, for purposes of CAN SPAM, CASL or similar laws in other jurisdictions.
- While AdRoll Group may provide tools and Documentation designed to help Client comply, this does not discharge Client of its legal obligations to comply with applicable privacy, anti-spam and direct marketing laws. It is Client’s responsibility to seek independent legal advice on how to comply with these laws.
- Canada Use Restrictions. Without limitation, Client agrees not to use any Licensed Contact Data (including email addresses) to send, or instruct AdRoll Group to send, any marketing emails to a resident or business of Canada (whether for “B2C” or “B2B” purposes), unless it has a current and ongoing business relationship with such resident or business and unless such email otherwise complies with CASL.
- Copywriting Service. If Client has elected to use the Copywriting Service on the applicable Order Form, the following terms shall apply:
- 5.1 Description of Copywriting Service. AdRoll Group hereby agrees to create email marketing content (“Email Copy”) using Client Content (“Copywriting Service”). AdRoll Group shall provide a copy of the Email Copy and Client shall have an opportunity to modify or request modifications to such Email Copy. After such modification, AdRoll Group shall deliver the agreed upon Email Copy to Client for use in Client’s email marketing campaigns. Upon delivery, Email Copy shall be considered Client Content.
- 5.2 AdRoll Group Intellectual Property. For Clients requesting AdRoll Group’s Copywriting Service, Client agrees that AdRoll Group will retain ownership of any underlying techniques, know-how, templates, and design methods in the Email Copy.
- 5.3 AdRoll Group Obligations. AdRoll Group acknowledges that the Email Copy shall be considered “work made for hire” as defined under U.S. Copyright laws and shall be owned by, and for the express benefit of, Client. Client (not AdRoll Group or any third party) shall be responsible for ensuring that the final Email Copy is accurate, error-free, and free of any infringing content; provided that, AdRoll Group shall provide Client an opportunity to review all such Email Copy prior to delivery.