Terms of Service

DSL, cable or another high speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer's network to the Service, including but not limited to, "browser" software that supports protocols used by FunnelForge, including Secure Socket Layer (SSL) protocol or other protocols accepted by FunnelForge, and to follow logon procedures for services that support such protocols. FunnelForge is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software, or for any compromise of data, including Customer Data, transmitted across telecommunications facilities (including but not limited to the Internet) which are not owned or operated by FunnelForge. FunnelForge assumes no responsibility for the reliability or performance of any connections as described in this Section.

Licensee Restrictions Client will (i) be responsible for its and its Authorized Users' compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity and legality of Client Data and of the means by which Client obtains Client Data; (iii) not provide, disclose or make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent or lease the Software Services; (v) not modify, translate, reverse engineer, disassemble, create derivative works, or otherwise attempt to derive the source code of the Software or any part thereof; (vi) not use the Software Services or any website or system connected thereto to operate as a direct competitor of FunnelForge or its affiliated entities for the purposes of monitoring the Software Service's availability, performance, or functionality or for any other benchmarking or competitive purposes; (vii) not use the Software Services to store, transmit, infringe, libelous, unlawful, or tortious material or material in violation of third party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance of the Service or the data contained therein (Also See Compete Clause).

Customer shall authorize access to and assign unique passwords and user names. User names shall be designated for an individual, and may not be shared. Customer will be responsible for the confidentiality and use of its user names and passwords, and Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer's account. Customer shall notify FunnelForge immediately if there is any breach in security, such as the unauthorized use of its account or if any customer password or user number will not longer be used. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify FunnelForge of any unauthorized access or use of the Service or any other theft or unauthorized use of any password or name or Service account numbers.

The Service allows Customer to send Electronic Communications directly to FunnelForge and to third parties. Customer shall comply with all applicable local, state, federal, and international laws, regulations, and conventions in connection with its use of the Services, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS") compliance. Customer is responsible for compliance with the Customer's legal obligations and the regulations of the United States and other applicable jurisdictions in using the Service and obtain day permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer will not permit access to or use the Service in violation of any U.S. export embargo, prohibition or restriction; (iii) Customer agrees to comply with all applicable laws and regulations regarding the transmission of technical data exported from the United States and the country in which its Users are located. Customer will not send any Electronic Communications that is unlawful, libelous, abusive, tortious, defamatory or invasive of privacy. No part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interface provided by FunnelForge. Customer will not use any "mining" or "framing" of any part of the Service. Customer agrees not to use the Service which include log-in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer's Electronic Communications are endorsed by FunnelForge. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement including but not limited to those Users that are contractors and agents, and Customer's Affiliates. Any action or breach by any contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer's agents' or Affiliates' acts, omissions and noncompliance with this Agreement.

You represent and warrant that you or any of your affiliate companies are not a competitor of FunnelForge and that you are not using the Service and/or Licensed Program to engage in, permit others to engage in, or plan to engage in similar services. You represent and warrant that (i) you are of age and acknowledge the capabilities and limitations of the Service and/or Licensed Program and found it suitable to your needs; (ii) you are aware of and acknowledge the capabilities and limitations of the Service and/or Licensed Program and found it suitable to your needs; (iii) you have all permissions and licenses, including under applicable income, consumption policies, confidentiality and non-competition regulations, to submit customer info to the Service. Customer agrees that they or any of their customer's company(s) will not develop a competing service to FunnelForge and the Service during the term of this Agreement and for five years thereafter. Violation of this clause is grounds for immediate account termination by FunnelForge with no liability on the part of FunnelForge. The parties may seek relief in any court of competent jurisdiction. Customer acknowledges and agrees that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by FunnelForge in relation to the Agreement, will offer, distribute or sell, offer clients, distribute a service to a service that provides a creative, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, Revcontent, ContentAD, MGID or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that violation of this clause will be grounds for immediate termination of this Agreement without liability on the part of FunnelForge. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer rights, FunnelForge may immediately terminate this Agreement without liability to FunnelForge.

Customer is responsible for the transmission of Customer's Electronic Communications to FunnelForge. Customer is responsible for any unauthorized or improper use of the Service. Customer's Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned/operated by FunnelForge. Customer also understands that Customer's Electronic Communications may be technically processed by FunnelForge before, during, and after transmission. It is responsible for maintaining backups of all Customer Data and track technical and related information about Customer and Customer's use of the Software Services, including Customer's internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to help improve the Software services, product and process and to develop new offerings. In the event that FunnelForge is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, FunnelForge will use reasonable efforts to notify Customer prior to such disclosure. FunnelForge is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whenever across networks not owned and/or operated by FunnelForge, including, but not limited to, the Internet and Customer's local network.

During the Term, the FunnelForge Service will meet the service level specified in the Service Level Commitment listed on Schedule I hereto, which is hereby incorporated by reference. If the Service Level is not achieved, the Customer shall be entitled, or subject to eligibility, to a credit for the applicable subscription fee, in accordance with the terms set forth in the Service Level Commitment. The respective Service's system logs and other records shall be used for calculating any service level events.

As part of the Service, FunnelForge will provide Customer with help Documentation and other online resources to assist Customer in its use of the Service. Customer acknowledges that FunnelForge's support team has expertise and knowledge of the capabilities and limitations of the Service and that not following the advice of FunnelForge may substantially limit Customer's ability to successfully utilize the Service or to enjoy the power and potential of the Service.

FunnelForge shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.

For purposes of this Agreement, "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, for Customer: Customer Data, each party's proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the performance of this Agreement and its clients. Confidential Information does not include information which: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the Receiving Party; (iv) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (v) is agreed by both Parties to release to the general public. Each party agrees (i) to keep confidential all Confidential Information; (ii) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this Agreement; (iii) to protect the confidentiality of similar information and data of its own (of at times exercising at least a reasonable degree of care in the protection of such Confidential Information; (iv) to share Confidential Information with its employees, agents, and contractors only on a need to know basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement, provided that each party will remain responsible for such disclosures. Such disclosure shall be permitted by law or order of a court or other governmental authority or regulation.

As between FunnelForge and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that FunnelForge has the authority to use Customer's Data in the aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with Service, FunnelForge as part of the services may render Services to the Customer and will take ownership and store and maintain such data for a period of time consistent with FunnelForge standard business processes, which period shall not be less than one year.

FunnelForge and its licensors are licensors of the word "purchase" in conjunction with the names of Service shall not imply a transfer of ownership. FunnelForge shall own all right, title and interest in and to all intellectual property rights in the Service are owned exclusively by FunnelForge or its licensors. Except as provided in this Agreement, FunnelForge shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any marks explicitly provided herein are reserved as FunnelForge brands. Third party application or other product and service names are property of their respective owners (the "FunnelForge Marks"). Customer is not allowed to display or use the FunnelForge Marks in any manner without FunnelForge's express prior written permission. The trademarks, service marks and logos of Third Party Applications ("Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

If either party pursues before or by an employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties must meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived dispute.

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or employment relationship between the parties. Customer acknowledges that FunnelForge provides its services to other entities, including, without limitation, other similar customers. Client understands and acknowledges that FunnelForge is free to use some or all of the ideas, techniques, methodologies, forms, tools, concepts and other IP in the services provided by FunnelForge for providing services to other customers and nothing in this Agreement shall be construed to limit FunnelForge's right to do so.

If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by FunnelForge), the Client acknowledges that the third party service may access or use the customer's information. FunnelForge will not be responsible for any act or omission of the third party, including the third party's use of the customer's information. The Client agrees to contact the third party service provider for any issues arising from the Client's use of the third party service.

The Software Services are protected by intellectual property laws and other laws of the United States and international laws and treaties, including intellectual property and export laws. Client agrees that it shall use the Software Services and shall perform all obligations under this Agreement in a manner that complies with all applicable laws applicable to Client and/or its use of the Software Services, including, but not limited to, laws governing data protection and obligations and applicable restrictions concerning intellectual property rights. Client agrees that it shall abide by all applicable export control laws, rules and regulations applicable to its use of the Software Services.

This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and representations between the parties with respect to such subject matter. Client acknowledges and agrees that FunnelForge's published Website "Terms of use", as the same may be modified by FunnelForge from time to time in accordance therewith provided that Client has been given notice of any such modifications, specifically apply to the Software Services provided hereunder and are binding upon Client and its Authorized Users. In the event of a conflict between a provision in this Agreement and a provision in the FunnelForge published Website "Terms of use," the conditions appearing on a purchase order or similar document issued by the Client do not apply to the Software Services, do not override or form part of this Agreement, and are void.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. No waiver of any breach or provision of this Agreement will constitute a waiver of any other breach or provision of this Agreement.

The provisions of this Agreement are severable. In the event that any provision or portion thereof is found to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court's substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.