Legal
CAMPAIGN ACCESS TERMS
These Campaign Access Terms (the “Campaign Access Terms”) apply to any Approved Campaign and any related Insights (each as defined below) (collectively, the “Services”) provided by Glui Inc. (“Glui”) to you (“Customer”). Terms not defined in these Campaign Access Terms are defined in the Enterprise Customer Master Terms (“Master Terms”). These Campaign Access Terms, the Master Terms, including any materials referenced therein, together with any applicable insertion orders or other order form related to the Services (each, a “Supplement”), and any Additional Terms (as defined below) (collectively, the “Agreement”), describe the terms and conditions under which Customer may access and use the Services and is a legally binding contract between Glui and Customer.
BY ACCEPTING THIS AGREEMENT THROUGH A SUPPLEMENT THAT INCORPORATES THIS AGREEMENT, CLICKING THE “SIGN UP” BUTTON, OR USING THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF OTHER COMPANIES OR ENTITIES (FOR INSTANCE, AS AN AGENCY OR AUTHORIZED RESELLER), THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE AUTHORITY TO BIND SUCH COMPANIES AND ENTITIES TO THIS AGREEMENT.
GLUI MAY UPDATE OR OTHERWISE MODIFY THIS AGREEMENT FROM TIME TO TIME. CUSTOMER’S CONTINUED USE OF THE SERVICES AFTER AN UPDATE WILL CONSTITUTE ACCEPTANCE.
1. Certain Definitions
1.1. “Approved Campaign” means an advertising campaign for which Glui will provide access to the Services in accordance with the terms of any Supplement agreed between Glui and Customer.
1.2. “Fee Schedule” means the fees set forth in a Supplement, which may be usage based (e.g., CPM basis), stated as a fixed fee or combination thereof. Glui may revise the Fee Schedule from time to time and such revised Fees Schedule will be made effective by giving Customer written notice of the applicable revision. Any revised Fee Schedule will only apply to future campaigns and not any campaign then subject to an existing Supplement.
1.3. “Insights” means the analytics and attribution describing the effectiveness of each Approved Campaign, any user or other data collected in connection with an Approved Campaign and other information Glui provides or makes accessible to Customer in connection with an Approved Campaign.
2. Access and Use
2.1. The parties will enter into a Supplement for each Approved Campaign, which will include, at minimum, the campaign term and territory, objectives of the campaign, and the Fee Schedule. Glui will provide Insights based on user engagement with the Approved Campaign. Glui may provide this information via access to Glui’s user interface, direct connection with Customer’s customer relationship management system (CRM), encrypted file or other secure delivery method, each in accordance with Glui’s standard technical specifications.
2.2. Notwithstanding anything to the contrary herein, Glui may discontinue, limit or remove access to or functionality of any user interface or API connection.
3. Delivery, License and Restrictions
3.1. The parties will enter into a Supplement for any applicable Approved Campaigns. Subject to the terms of the Agreement, Glui grants Customer a non-exclusive, non-transferable license: (a) to access and use Glui’s user interface and API connection during each Approved Campaign; and (b) to perpetually use the Insights and to share the Insights with clients involved in the relevant Approved Campaign (if applicable) in accordance with all applicable privacy laws and regulations, and any applicable Agreement with Glui. Customer may not use the Services or any Insights (or copies or extracts thereof) for any other purpose or to furnish and related reporting to any third party (other than the client, if applicable).
3.2. As to the data and other materials each party provides under a Supplement, each party will only provide data and materials that it has all necessary rights and permissions to provide for use by the other party as described herein.
3.3. If Customer provides any data (“Customer Data”) to Glui for use in creating an Approved Campaign, this section applies. Customer grants Glui a worldwide, non-exclusive, non-sublicensable, non-transferable (except as permitted in the assignment provisions) and royalty-free license to store, reproduce, modify and use Customer Data solely for the purpose of providing the Services and the Approved Campaign(s) to Customer. Customer Data constitutes Customer Materials under the Agreement.
4. Fees and Metrics
4.1. Glui will invoice Customer based on the Fee Schedule. Any CPM fees will be calculated based on the total, actual number of impressions in each Approved Campaign.
4.2. Customer will provide Glui with delivery reports (including placement and impressions) and copies of all applicable insertion orders for each Approved Campaign (collectively, “Metrics”) within ten (10) days after the end of each calendar month via email or other agreed method. Customer will use reasonable efforts to provide the initial Metrics during the first five (5) business days of the Approved Campaign going live in order to ensure Glui and Customer campaign data is generally aligned and will work with Glui on an ongoing basis to determine and material discrepancies. Customer represents and warrants that: (a) the Metrics will be accurate, complete, reliable, and will satisfy any additional requirements set forth in a Supplement; and (b) Glui is entitled to rely on the Metrics without any obligation to independently verify the accuracy or completeness thereof. In the event Customer does not provide Metrics for each Approved Campaign within fourteen (14) days of the end of any month, Glui will calculate, and Customer agrees to be billed on, Glui’s metrics for the applicable prior month. If the Metrics differ from Glui’s metrics by ten percent (10%) or more, then the parties will work together in good faith to resolve such discrepancy. In addition, not more than twice per calendar year (unless a prior audit disclosed a problem) and during Customer’s regular business hours, Glui may audit, itself or through a third party audit firm bound by a duty of confidentiality, Customer’s activity logs and records and all applicable records and reports, to review the accuracy of Customer’s metrics.
5. Customer’s Acknowledgements
Customer acknowledges that Glui does not guarantee the results of any Services and Customer’s engagement of Glui is not contingent upon the Services producing any specific results.
6. Additional Intellectual Property Terms
As between the parties, Customer owns all rights, title and interest in the Customer Data. Except as expressly prohibited herein, Glui may use and owns all rights, title and interest in the information generated by use of the Service, provided that such information is aggregated and anonymized (i.e., it does not disclose information that could reasonably identify the other party or an individual person). Except as explicitly granted above, nothing herein grants Customer any right, title or interest in Glui’s technologies or intellectual property, and Glui reserves all rights. Glui may use suggestions or feedback without accounting, attribution or compensation to you.
7. Additional Terms
7.1. The Agreement includes any additional posted policies, guidelines or rules applicable to the Services, including but not limited to the Global Data Processing Addendum and Platform Acceptable Use Policy (collectively, the “Additional Terms”). All such Additional Terms are incorporated herein by reference, and can be found at www.glui.io,
7.2 We reserve the right to modify these Campaign Access Terms. We will notify you by making the revised version available on this page, and an updated revision date will indicate that changes have been made. If you do not accept the changes, you must stop using the Services. Your continued use of the Services after we publish changes means that you are consenting to the updates. We also reserve the right to modify or discontinue any or all of the Services at any time, for any or no reason, with or without notice.
8. Termination
Either party may terminate these Campaign Access Terms by sending the other party a written notice. On termination, you will cease access and use of the Services. Sections in these Campaign Access Terms that would by their nature endure past termination or expiration shall survive termination and expiration.
9. General
9.1. Except for the Additional Terms, these Campaign Access Terms are the parties’ entire agreement relating to this subject matter and they supersede all other commitments and understandings with respect to such subject matter. To the extent that (a) the Additional Terms conflict with these Campaign Access Terms, the Additional Terms will govern, and (b) a Supplement conflicts with these Campaign Access Terms or the applicable Additional Terms, the Supplement will govern. These Campaign Access Terms cannot be modified except in a writing signed by both parties, or by a change made by Glui as set forth above.
9.2. You cannot assign or transfer your account, any licenses we grant to you or any of your rights or obligations under these Campaign Access Terms without our prior written consent. We may transfer or assign our rights, obligations and licenses under these Campaign Access Terms freely.
9.3. Glui’s failure to exercise or enforce any right or provision of these Campaign Access Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Campaign Access Terms will be effective only if made explicitly, in writing and signed by Glui.
9.4. If any provision of these Campaign Access Terms is unenforceable, the validity of the remaining provisions will not be affected.
9.5. These Campaign Access Terms do not establish any agency, partnership, or joint venture between you and Glui.
9.6. There are no third party beneficiaries to these Campaign Access Terms.