ROASUP may change these Terms from time to time, at its sole discretion and without any notice.
ROASUP will notify regarding substantial changes of these Terms on its homepage of the ROASUP
website. These substantial changes will take effect seven (7) days after such notice was first
provided on any of the above-mentioned methods. Otherwise, all other changes to these Terms are
effective as of the stated “Last Revised” date and your continued usage of the Product after the
Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
ROASUP provides the services using its proprietary software (“Software”), and may include other
services provided by ROASUP, as defined in the relevant Insertion Order (collectively, the
“Services”).
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You may access the Software and Services (collectively with any applicable
documentation, the “Product”). If you are downloading,
accessing or using the Product on behalf
of an entity, you represent and warrant that you are authorized to accept these Terms on
this
entity’s behalf, and that this entity agrees to take responsibility for usage of the
Products in
compliance with these Terms (“Authorized Users”);
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Some features of our Services may be subject to additional terms and
conditions, which you should read before making usage of those features, and they add up
hereof;
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Upon ROASUP’s acceptance of your Insertion Order and for the duration of the term
defined in the
Insertion Order (the “Term“), you have a non-exclusive, revocable, non-assignable,
non-transferable, limited right to use the Software to receive the Services solely for
your
internal business operations and subject to the terms contained hereunder. You may
access the
Software and Services (collectively with any applicable documentation, the “Product”)
via
Authorized Users;
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The Services are designed to help the Customer in creating, managing and optimizing its
advertising campaigns but the Customer remains responsible for how the Customer uses the
Services and for achieving the intended goals and results of Customer's advertising
campaigns.
The Services operate between the Customer and third parties’ Products on which the
advertising
campaigns are being conducted, and it is the responsibility of the Customer to ensure
that the
output and results of the Services meet the Customer's expectations and requirements;
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The Services may be unavailable from time to time, may be offered on a limited basis, or
may
vary depending on your region or device. You acknowledge that we make no warranties as
to its
availability or that the Services will operate continuously or error-free. We strive to
keep the
Services up and running; however, all online services suffer occasional disruptions and
outages.
We accept no responsibility for the unavailability of this services, or any interruption
or
malfunction for any reason whatsoever (including failures of our Internet provider or
web
hosting service provider, third party intrusions or force majeure). ROASUP is not liable
for any
disruption or loss you may suffer as a result of not being able to access the Services.
In the
event of an outage, you may not be able to retrieve your User Content.
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In consideration for the Services, you shall pay ROASUP the amounts set forth on each
Insertion Order (“Fees”);
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The Customer will be responsible for any charges incurred for i) processing wire
transfers; ii) bank commissions; or iii) currency exchange or fluctuations;
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Payment Terms. Any payment not received by ROASUP within such period shall accrue
interest at a rate of one and a half percent (1.5%) per month. All Fees are
non-cancellable and non-refundable. All Fees are stated and payable in US Dollars, and
are exclusive of VAT or other taxes that may apply, which shall be added to ROASUP’s
invoice(s) at the appropriate rate. You agree to make all payments under each Insertion
Order and these Terms without set-off or counterclaim and free and clear of any
withholding or deduction (save as required by law) for any present or future taxes,
levies, imposts, duties or other charges.
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You may not, whether by yourself or anyone on your behalf: (i) modify, alter, create
derivative works from, reverse engineer, decompile, or disassemble any part of the
Product, nor attempt in any other manner to obtain the source code or otherwise reduce
to human-perceivable form any part of the Product; (ii) frame, mirror, republish,
download, display, transmit, or distribute all or any portion of the Product in any form
or media or by any means; (iii) remove any proprietary notices, labels, or marks on or
in any part of the Product, including without limitation any trademark or copyright
notices; (iv) disclose the results of testing or benchmarking of the Product to any
third party, or access or use the Product or any part thereof in order to build or
support, and/or assist a third party in building or supporting, products or services
which are competitive to ROASUP’s; (v) use the Product to provide services to third
parties; (vi) disseminate, distribute, disclose, or copy any printed documentation which
accompanies the Product; (vii) sublicense, rent, or lease any portion of the Product;
(viii) host, outsource, display, or commercially exploit the Product, or use the Product
as part of a facility management, timesharing, service provider, or service bureau
arrangement; (ix) use the Product in any manner not expressly authorized by these Terms;
(x) attempt to obtain, or assist third parties in obtaining, access to the Product, the
Services and/or documentation; (xi) take any actions which (i) would disable the Product
or impair in any way its operation based on the elapsing of a period of time, the
exceeding of an authorized number of copies, or the advancement to a particular date or
other numeral (referred to as “time bombs”, “time locks”, or “drop dead” devices); or
(ii) would prevent ROASUP to access the Product for the purposes of its operations or
(xii) infringe or violate any of the Terms.
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You retain all ownership and intellectual property rights in and to your Customer Data
and all data generated by you during your usage of the Services, you hereby grant ROASUP
the right to use such data (i) in order to provide the Services to you and (ii) in
aggregate anonymized form for ROASUP’s internal business purposes. You acknowledge and
agree that ROASUP and/or its licensors own all intellectual property rights in the
Product. Except as expressly stated herein, these Terms do not grant you or Authorized
Users any rights to, or in, patents, copyrights, database rights, trade secrets, trade
names, trade-marks (whether registered or unregistered), or any other rights or licenses
in respect of the Product or other intellectual property of ROASUP. The rights provided
under these Terms are granted to you alone, and shall not be considered granted to any
subsidiary or holding comply of yours, unless expressly authorized in writing by ROASUP;
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In the event you elect to receive any creative (including without limitation, playable
ads) from ROASUP, as between the Parties, you shall own such creative, but excluding the
portion thereof which constitutes ROASUP IP (as defined herein). “ROASUP IP” shall mean
ROASUP’s technology, techniques, methods, systems, know-how, technical information,
confidential information and intellectual property rights, that existed before the
commencement of the Services or that were developed independently of the Services
provided to you under an Insertion Order;
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In the event that you provide to ROASUP any suggestions, comments and feedback regarding
the Product, you hereby grant ROASUP and its licensors a perpetual, irrevocable,
worldwide, royalty-free, fully paid-up license grant to freely use, have used, sell,
modify, reproduce, transmit, license, sublicense (through multiple tiers of
sublicensees), distribute (through multiple tiers of distributors), and otherwise
commercialize such feedback in connection with the Product or related technologies.
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You represent that during the Term, you shall: (i) be and remain exclusively responsible
for all ad content, data and information provided to ROASUP for the purpose of
performing the Services, and that all such content, data and information has been and
shall be legally obtained, does not and will not infringe any third party rights, and is
not defamatory, obscene, abusive, invasive of privacy or illegal, (ii) allow ROASUP, its
agents, subcontractors, and third-party service providers, to access, use, transfer,
display, reproduce, and modify your ad content, data and information for the sole
purpose of providing the services, (iii) hold and any necessary rights to allow the use
of your ad content, data and information as contemplated hereunder, (iv) comply with all
applicable laws and regulations with respect to your activities under these Terms, (v)
carry out all other responsibilities set out in these Terms in a timely and efficient
manner, (vi) obtain and shall maintain all necessary licenses, consents, and permissions
necessary for ROASUP, its contractors and agents to perform their obligations under
these Terms, (vii) ensure that your network and systems comply with the relevant
specifications provided by ROASUP from time to time, (viii) be solely responsible for
procuring and maintaining your network connections telecommunications links from your
systems to ROASUP’s data centers, and all problems, conditions, delays, delivery
failures and all other loss or damage arising from or relating to your network
connections or telecommunications links or caused by the internet, (ix) solely
responsible and you agree to regularly track, review and verify that the Product is duly
performing in accordance with your requirements, specifications, expectations and goals.
Without derogating from any of the foregoing or from the provisions of Sections 10 and
11 below, you acknowledge and agree that in the event that the Product does not perform
as required, specified, expected and/or desirable by you, your only recourse is to
terminate the Terms in accordance with these Terms and ROASUP shall not be liable to you
or to any third party with respect thereto. You further acknowledge, represent and agree
that your continued use of the Product following any such non-performance, will
constitute your acceptance of, and agreement to continue to experience, such Product
performance;
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You hereby represent and warrants that any content, information and data (including
Customer Data) provided to ROASUP during the course of your engagement with ROASUP shall
not include Personal Data of any third party. You and not ROASUP shall be responsible
for any information provided, made available to ROASUP, beyond the scope permitted
hereunder. For the purposes of these Terms, “Personal Data” shall mean all information
and data of any kind collected, received, held, accessed, maintained, stored, processed,
controlled or used, that under applicable law is considered to be personal data or
individually-identifiable information from or about an individual, including, but not
limited to, an individual’s: (a) personally identifiable information (e.g., name,
address, telephone number, email address, financial account number, government-issued
identifier, and any other data used or intended to be used to identify, contact or
precisely locate a person), (b) Internet Protocol address or other online or persistent
identifier, (c) ”Personal Data” as defined by the GDPR and applicable data protection or
privacy laws and regulations to which you or ROASUP is subject;
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You shall own all intellectual property rights, as may exist, related to the Customer
App, as well as you confirm the absence of legal obstacles to the execution of the IO.
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You acknowledge that the Product will enable or assist you to access the website content
of, correspond with, manage your advertising, and purchase services from third parties
via third-party websites, and you do so solely at its own risk. ROASUP makes no
representation or commitment and shall have no liability or obligation whatsoever in
relation to the content or use of, or correspondence with, any such third-party website,
or any transactions completed, and any contract entered into by you with any such third
party. Any contract entered into and any transaction completed via any third-party
website is between you and the relevant third party, and not ROASUP. ROASUP recommends
that you refer to the third party’s website terms and conditions and Privacy Policy
prior to using the relevant third-party;
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In your use of the Product and/or Services, you warrant that you will at all times
comply with the applicable policies of third party Product provider (as applicable);
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You will use all reasonable endeavors to prevent any unauthorized access to, or use of,
the Product and, in the event of any such unauthorized access or use, promptly notify
ROASUP.
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Your Indemnification. You shall indemnify, defend, and hold ROASUP (including
its officers, employees, agents and affiliates) harmless from and against any claims,
damages, losses, and liabilities incurred or arising from your failure to comply with,
breach or alleged breach of the terms and conditions hereof and/or included by references
herein.
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By virtue of the Terms or provision of the Product, the parties may have access to
information that is confidential to one another (“Confidential Information”). We each
agree to disclose only information that is required for the performance of obligations
under the Terms. Confidential information shall include without limitation, the terms
and pricing under the Terms, the documentation accompanying the Product, information
relating to the technology and code contained in the Product, your Customer Data;
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A party’s Confidential Information shall not include information that: (a) is or becomes
a part of the public domain through no act or omission of the other party; (b) was in
the other party’s lawful possession prior to the disclosure and had not been obtained by
the other party either directly or indirectly from the disclosing party; (c) is lawfully
disclosed to the other party by a third party without restriction on the disclosure; or
(d) is independently developed by the other party without use of or reference to the
Confidential Information;
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We each agree to hold each other’s Confidential Information in confidence for a period
of ten years from the date of disclosure. Also, we each agree to disclose Confidential
Information only to those employees or agents who are required to protect it against
unauthorized disclosure in a manner no less protective than under the agreement. ROASUP
will protect the confidentiality of your data in accordance with the Privacy Policy.
Nothing shall prevent either party from disclosing the terms or pricing under the Terms
in any legal proceeding arising from or in connection with the Terms or from disclosing
the Confidential Information to a governmental entity as required by the effective
legislation.
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Disclaimer and Warranties
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ROASUP disclaims any and all responsibility or liability for the accuracy, content,
completeness, legality, reliability, or operability or availability of information or
material displayed in search results or posted via the Software by ROASUP or third
parties. ROASUP disclaims any responsibility for the deletion, failure to store,
non-transfer, or untimely transfer of any information or material relating to the
Service. ROASUP disclaims any responsibility for any harm resulting from downloading or
accessing any information or material. Under no circumstances shall ROASUP be liable to
you or any User on account of that the User's usage or misuse of or reliance on the
Software or other Services;
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THE SERVICES, AND ALL MATERIALS, INFORMATION, USER CONTENT, PRODUCTS AND SERVICES
INCLUDED IN THE SOFTWARE OR ANY SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES
WHATSOEVER, EITHER EXPRESS OR IMPLIED. ROASUP EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT
PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON- INFRINGEMENT OF PROPRIETARY RIGHTS. ROASUP DISCLAIMS ANY WARRANTIES REGARDING THE
SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF ROASUP SERVICES AND USE OF THE
SOFTWARE. ROASUP DISCLAIMS, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED
THROUGH THE SOFTWARE OR ANY SERVICES. ROASUP DISCLAIMS ANY WARRANTIES FOR SERVICES OR
GOODS RECEIVED THROUGH OR ADVERTISED VIA THE SOFTWARE OR RECEIVED THROUGH ANY LINKS
PROVIDED BY ROASUP.
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Under no circumstances will either party be liable for indirect, special, incidental or
consequential damages, including, without limitation, lost profit or loss resulting from
business interruption or loss of data, even if a party has been advised of the possibility
or likelihood of such damages. neither party will be liable to the other party for any
delay, loss or damage attributable to any service, product or action of any person other
than its own and its employees. Except for gross negligence and willful misconduct, in no
event will ROASUP’s aggregate liability for any and all claims, losses or damages arising
out of or relating to these Terms or any Services (whether in contract, equity, negligence,
tort or otherwise) exceed the aggregate fees paid by you to ROASUP under these terms during
the TWELVE (12) month period immediately preceding the date upon which the applicable cause
of action arises. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THESE TERMS
MAY BE BROUGHT BY YOU MORE THAN TWELVE (12) MONTHS AFTER THE TERMINATION OR EXPIRATION OF
THE RELEVANT INSERTION ORDER.
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The Services provided under these Terms shall be provided for the period defined in the
Insertion Order unless earlier terminated in accordance with these Terms. All rights and
licenses granted to you under these Terms shall immediately terminate upon expiration or
termination of the Term, and you shall totally cease usage of the Product, and delete
and purge all traces of the Product from your systems and custody. The accrued rights of
the parties as at termination, or the continuation after termination of any provision
expressly stated to survive or implicitly surviving termination, shall not be affected
or prejudiced by the termination or expiration of the Terms;
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Termination of Services. Either you or ROASUP may terminate the relevant Insertion Order
for Services by giving a five (5) days’ written notice at any time for any reason.
ROASUP may terminate with immediate effect if you breach any condition of these Terms or
the applicable Insertion Order under which the breach occurred we reserve the right to
refuse to provide, suspend or discontinue the Services in whole or in part, at any time
for any reason, including convenience, immediately and without notice in which case you
must immediately pay all amounts which have accrued prior to such end, as well as all
sums remaining unpaid for the Services.
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Miscellaneous. Neither the IO nor the rights, duties or obligations of the Parties may
be assigned by either Party without the prior written consent of the other Party, which
consent may be withheld in each such Party’s sole and absolute discretion;
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ROASUP is entitled to disclose information on its engagement with you for advertising
and marketing purposes including placement of your logo on ROASUP websites. Messages for
the mass media, press releases, public and advertising announcements, and other messages
relating to the Services under each Insertion Order may be made by the ROASUP only with
your prior written consent;
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The IO constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes and replaces all prior or contemporaneous understandings or
agreements, written or oral, regarding such subject matter. Any waiver of any provision
of these Terms will be effective only if it is signed by ROASUP;
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Governing Law and dispute resolution. The IO provisions shall be governed by and
construed and enforced in accordance with the laws of Virginia, USA.
Any dispute arising out of or related to the IO, including any question regarding its
existence, validity, or termination, shall be exclusively referred to and finally
resolved by one arbitrator in American Arbitration Association pursuant to the effective
rules of the American Arbitration Association, Commercial Arbitration Rules. The place
of the arbitration shall be Washington, District of Columbia, USA. The English language
shall be used as the written and spoken language for all matters connected with all
references to arbitration. The decision of the arbitrator shall be final and binding on
the Parties, save in the event of fraud, manifest mistake or failure by the arbitrator
to disclose any conflict of interest.
Each Party waives all defenses of lack of personal jurisdiction and forum
non-convenience. In the event of any dispute, lawsuit, action, or other proceeding
arising out of the subject matter of the IO, the prevailing party will be entitled to
recover its attorneys’ fees and costs;
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You and ROASUP are independent contractors, and no agency, partnership, joint venture,
employee-employer or franchiser-franchisee relationship is intended or created by these
Terms;
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User support for the Services may be available at
https://roasup.com/#contact;
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We may send you notices and other correspondence to the email address that you specified
in the Insertion Order. It is your responsibility to notify us to update your contact
details as they change.