This website is operated by Adohm, Inc. (hereinafter “Adohm” ). These terms and conditions (“Terms”) govern your access to the Adohm website www.adohm.com (the “Platform” ) and the and services we provide through the Platform (collectively, the “Services” ).
The term “you” or “your” shall refer to any entity or person that starts uses our Services through the Platform and/or opens an Account with us. The terms “we,” “our” or “us” shall refer to Adohm. The term “End User” shall mean any individual who views or listens to, is able to view or listen to, or interacts with, any advertisements placed by you in the Platform, which are delivered through the Services.
The Services are offered to you conditioned on your acceptance without modification of Terms contained herein. Certain features, services or tools of the Services may be subject to additional guidelines, terms, or rules, which will be posted with those features and are a part of these Terms. Your use of the Services constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING, USING AND/OR CREATING AN ACCOUNT ON THE SERVICES, CONSUMMATING A FINANCIAL TRANSACTION VIA THE SERVICES, YOU ARE AFFIRMING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES.
Adohm is an AdTech company specializing in artificial intelligence infused marketing platforms. Adohm uses the power of big data and incorporates machine learning techniques, applied propensity models, predictive analysis and other AI applications to deliver highly personalized communication across multiple devices and channels. By creating an account, you can use our AI advertising Platform to access and purchase our Services.
Subject to your compliance with its obligations under these Terms, Adohm will provide you with access to the Platform and the Services. Access to the Platform and Services is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide without notice. We will not, and neither will any of our partners, be liable if for any reason our Services is unavailable at any time or for any period.
You must be eighteen (18) years or over in order to use Adohm and the Services. If you are under the age 18, you may not use the Services. Adohm does not knowingly collect, either online or offline, personal information from persons under the age of 13.
In order to access and create an advertising campaign through the Services, you will need to register and create an account ( “Account” ) and become a registered user. Your personal login details and credentials for your Account are solely for use by you and any authorized system administrators and personnel, designated by you, to use and access the Services on your behalf (“Authorized Personnel”).
In creating an account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. When creating an Account, you will be required to provide certain personal information about yourself and establish a username and a password. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading. Any instruction, action or activity occurring through your Account shall be deemed to be provided and/or taken by you, and you shall be solely responsible for all activities that occur under such Account, including for any unauthorized use of such Account or any other breach of security, or any related damage or loss.
You understand and acknowledge that the purchase of media is performed by Adohm using Adohm’s proprietary methods and that the Services are performed through the Platform automatically, based on the specifications and criteria provided by you. You shall have no claim against Adohm in connection with, the choice, type and placement of media purchased using the Services and/or the expenses and costs paid or payable by Adohm for the purchase of media using the Services in accordance with the specifications and criteria provided by you.
Subject to the terms and conditions of these Terms, you are granted a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully revocable, limited license during the Term to access and use, and to (a) allow your Authorized Personnel to access and use, the Platform in conjunction with the Services for the sole purpose of marketing and advertising your services, goods, or products as contemplated hereunder (hereinafter, the “Permitted Purpose” ). As a condition of your use of the Services, you warrant to us that you will not use the Platform and/or the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Services in any manner which could damage, disable, overburden, or impair the Services or interfere with any other party's use and enjoyment of the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Services.
If you use the Services, you are responsible for maintaining the confidentiality of your account and password for restricting access to your computer or mobile device, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity, except to Authorized Personnel. You acknowledge that we are not responsible for third party access to your account that results from theft or misappropriation of your account. We reserve the right to refuse or cancel service, terminate accounts, or remove or edit content from the Services if in our opinion, you have used the Services for other than the Permitted Purpose or you have failed to comply with any of the provisions of these Terms.
During the Term, Adohm shall use commercially reasonable efforts to ensure the availability of the Services, except that Adohm shall not be liable for: (a) scheduled downtime; or (b) any unavailability caused directly or indirectly by circumstances beyond Adohm’s reasonable control, including without limitation, (i) a force majeure event; (ii) Internet service provider, webhosting, cloud computing platform, or public telecommunications network failures or delays, or denial of service attacks; (iii) a fault or failure of your computer systems or networks; or (iv) any breach by of these Terms by you.
Use of the Services is limited to the permitted uses expressly authorized by us. The Services shall not be used in any way that:
In consideration for the grant of the License and the provision of the Services, you shall pay Adohm the amounts set forth for the provision of the Services (the “Fees”) in accordance with the payment terms stated. The Fee for the Services will be charged to you, per use of the Services. All Fees are stated and payable in US Dollars, and are exclusive of any taxes, customs or charges including VAT. You shall be responsible (or reimburse Adohm as the case may be) for all taxes related to or arising out of these Terms, including any sales, use, excise, gross receipts, property, privilege, value-added, or other federal, state or local taxes or tariffs (including any interest or penalties thereto) now in force or enacted in the future, (excluding only taxes on Adohm’s net income). To the extent that we are obligated to collect such taxes, the applicable tax will be added to your account. All sales are final.
You agree to provide current, complete and accurate purchase and Account information for the Services purchased through the Platform. You agree to promptly update your Account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. We reserve the right to suspend the provision of the Services or any part thereof, if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading or if any Fees due to be paid under these Terms are overdue, and we have given you at least five (5) days written notice. You are responsible for all charges incurred under your account, whether made by you or another person using your account. If for any reason, we do not receive payment after giving you notice, we may exercise our rights in law and equity, including (a) immediately suspending or terminating your account and/or the Services; (b) seeking collection of the outstanding amount owed; and/or (c) seeking legal action against you for the breach of these Terms.
All content included as part of the Services, such as text, graphics, logos, images, as well as the compilation thereof, the Platform; the Services; and any update made to either the Platform or the Services are the exclusive property of Adohm or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Other than the limited right to use the Platform and the Services, as provided hereunder, these Terms do not convey any right, title or interest in and to the Platform, the Services, or any other Intellectual Property Right of Adohm. Any updates, upgrades, improvements, modifications, adaptations, derivatives or enhancements made to the Platform or Services, any of Adohm’s Intellectual Property, or to any part thereof, or other work which includes, contains, substitutes, emulates, exposes the functionalities, or incorporates the Platform or Services, or any part thereof, made by the you, Adohm or jointly by the you and Adohm, shall be solely owned by Adohm.
You shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Platform and the Services. Our content is not for resale. Your use of the Services does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for the Permitted Purpose, and will make no other use of the content without the express written permission of Adohm and the copyright owner. You agree that you do not acquire any ownership rights in any protected content.
To the extent you have an advertiser account with a social network for advertising, including but not limited to, Google, Facebook, Instagram, Twitter, and YouTube (“Social Network Advertiser Account”), You hereby grant Adohm a non-exclusive, sub-licensable, worldwide, royalty-free license, during the Term, to use the Customer Social Network Advertiser Account Data solely as necessary to provide the Services to you and to allow us to perform our obligations to you under, and in accordance with, these Terms. You shall provide Adohm with the login credentials of the Customer Social Network Advertiser Account. In the event that you do not maintain a Customer Social Network Advertiser Account and requests Adohm to open one on your behalf, we shall maintain the login credentials and provide a copy of the same to you.
Neither Party shall disclose any Confidential Information to any third party other than to its employees, agents and/or independent contractors to whom disclosure is reasonably required provided that such individuals and entities have agreed, under an executed agreement, to keep such information confidential in the same or a substantially similar manner as provided for in these Terms. Neither Party will use any Confidential Information except as expressly permitted by, or as required to achieve the purposes of these Terms. Each Party will take reasonable security precautions to protect and safeguard the Confidential Information of the Disclosing Party against any unauthorized use, disclosure, transfer or publication, with at least the same degree of care and precaution as it uses to protect its own Confidential Information of a similar nature, but in no event with less than reasonable care. Either Party shall notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or breach of these Terms. Nothing in this Agreement shall prevent a Receiving Party from disclosing Confidential Information it received hereunder pursuant to a binding order of a government agency or a court, provided that the Receiving Party (i) notifies the Disclosing Party of such release or disclosure with as much notice as reasonably possible so that such Disclosing Party may seek a protective order or other appropriate remedy; and (ii) uses reasonable efforts to limit such release or disclosure only to the extent required. The Parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and agree that the non-breaching Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. The provisions of this section shall continue in force for a period of five (5) years following the termination or expiration of these Terms.
We reserve the right to modify or suspend the Services at any time, by providing you with ten (10) days written notice of such modification or termination of the Services provided to you. Upon expiration or termination of these Terms and/or the Services for any reason, (i) all rights and licenses including the Licenses granted herein, and any Services shall terminate immediately; (ii) each Party shall promptly return to the other Party, or destroy and certify in writing to the other Party of the destruction of all Confidential Information; (iii) you shall immediately cease to use the Services and shall purge from your systems and websites any traces of the Platform; (iv) you shall remit, in full, all payments due to Adohm according to these Terms and all pursuant and following such final payment, neither Party will be entitled to receive any payment from the other Party. In the event of termination, any obligations that are intended survive under these Terms shall continue.
Occasionally there may be information on the Services that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, charges and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel transactions if any information in the Services is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Services, except as required by law. No specified update or refresh date applied in the Services, should be taken to indicate that all information in the Services has been modified or updated. ADOHM DOES NOT REPRESENT, WARRANT OR OTHERWISE ENDORSE THAT THE SERVICES OR ANY CONTENT, INFORMATION OR GOODS THAT ARE AVAILABLE OR ADVERTISED OR SOLD THROUGH THE SERVICES ARE ACCURATE, COMPLETE, AVAILABLE, CURRENT, OR THAT THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. WE RESERVE THE RIGHT TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ADOHM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE ABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES, THE PLATFORM OR ANY PART THEREOF. THE SERVICES, AND THE PLATFORM (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA, MATERIALS, REPORTS AND ANY INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, SECURITY OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY ADOHM AND/OR YOU IN CONNECTION WITH YOUR USE OF THE PLATFORM AND THE SERVICES. ADOHM DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE BENEFITS OR RESULTS THAT YOU OR ANY THIRD PARTY SHALL OBTAIN FROM THE PLATFORM AND/OR THE SERVICES.
ADOHM DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED ON THE PLATFORM, INCLUDING ANY ADVERTISEMENTS AND/OR DATA. EXCEPT AS EXPRESSLY STATED OTHERWISE UNDER THESE TERMS, ADOHM DOES NOT AND CANNOT WARRANT THAT THE OPERATION OF THE SERVICES AND/OR THE PLATFORM IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. ADOHM MAY, AT ITS SOLE DISCRETION, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICES AND THE PLATFORM AT ANY TIME WITHOUT ANY NOTICE TO YOU.
EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, WILLFUL MISCONDUCT AND GROSS NEGLIGENCE, NEITHER PARTY, NOR ITS DIRECTOR’S, OFFICERS, SHAREHOLDERS, AFFILIATES, EMPLOYEES, AGENTS OR REPRESENTATIVES, SHALL BE LIABLE TO THE OTHER PARTY, INCLUDING IN CONNECTION WITH ANY CLAIMS OF ANY END USER OR ANY OTHER THIRD PARTY FOR ANY LOSS, COST, DAMAGES OR EXPENSES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THESE TERMS, AND/OR THE PLATFORM AND THE SERVICES (OR ANY PART THEREOF), REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THESE TERMS AND/OR PERFORMANCE UNDER THESE TERMS, THE PLATFORM (OR ANY PART THEREOF), SHALL EXCEED THE FEES PAST DUE OR PAYABLE TO ADOHM BY YOU FOR THE SERVICES UNDER THIS AGREEMENT.
You agree that you shall defend, indemnify and hold harmless Adohm and its officers, directors, shareholder, employees, affiliates and agents from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from any thirdparty claim that: (i) the Data, any content submitted by you, your website, your use of the Service, or other content violates any third party rights, including without limitation, infringement or violation of the Intellectual Property Rights or privacy rights of such third party; (ii) the Data, any content submitted by you, or other content are obscene, defamatory, illegal, unethical, or promote illegal behavior; and/or (iii) that you have failed to obtain any necessary permit, license or consent in connection with these Terms; and/or (iv) stems from your violation or alleged violation of any of its representations, warranties, and/or obligations under these Terms. Adohm shall defend, indemnify and hold harmless you and its officers, directors, shareholder, employees, affiliates and agents from and against all costs, damages, losses and expenses, including reasonable attorneys’ fees and other legal expenses, arising from any third-party claim that the Services, and/or Platform violate any third-party Intellectual Property Rights.
As a condition to the defense and indemnity set forth above, the either party, as applicable (the “Indemnified Party”) shall give the other Party (“Indemnifying Party”) prompt notice of any such claim made against it and the Indemnifying Party shall be entitled, by written notice to such Indemnified Party, to assume sole control of the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof (collectively, “Claim”), at its own expense, provided that (a) no settlement, consent order or consent judgment which involves any placement of a financial burden or admission of any liability or wrongdoing, act or omission on the part of the Indemnified Party may be agreed to by the Indemnifying Party without the Indemnified Party’s prior written consent; and (b) the Indemnifying Party shall keep the Indemnified Party informed of the status and progress of such Claim, the defense thereof and/or settlement negotiations with respect thereto. The Indemnified Party shall give the Indemnifying Party all reasonable assistance, at Indemnifying Party’s cost and expense, necessary in connection with such defense.
Commentary and other materials posted on the Services are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor of our Platform or uses Services, or by anyone who may be informed of any of its contents.
Using the Services or sending emails to us constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communications be in writing.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms, or any provisions here of, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the arbitration service selected by the parties, in San Francisco County, California. The arbitrators award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms or any disputes arising as a result of these Terms, whether directly or indirectly, including tort claims that are a result of these Terms. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms.
Any arbitration or action under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator or judge may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
To the maximum extent permitted by law, this agreement is governed by the laws of the State of California, United States of America, without regard to California’s conflict of laws rules. You irrevocably consent to the exclusive jurisdiction of the state courts in San Francisco County, California for purposes of any legal action arising out of or related to the use of the Services or these Terms. Use of the Services is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Adohm with respect to the Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Adohm.
We reserve the right, in our sole discretion, to change the Terms under which the Services is offered. The most current version of the Terms will supersede all previous versions. We encourage you to periodically review the Terms to stay informed of our updates. We may alter or amend our Terms by giving you reasonable notice. By continuing to use the Services after expiry of the notice period, or accepting the amended Terms (as we may decide at our sole discretion), you will be deemed to have accepted any amendment to these Terms.
The Parties are independent contractors and nothing in these Terms shall be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor, or employee of the other. Each Party has sole responsibility for its activities and its personnel, and shall have no authority and shall not represent to any third party that it has the authority to bind or otherwise obligate the other Party in any manner.
Our Services are controlled and operated from within the United States. Without limiting anything else, we make no representation that our Services, User Content, services, products, information or other materials available on, in, or through our Services is appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access our Services from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of Adohm to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms. Headings used in these Terms are for reference only and shall not affect the interpretation of these Terms. No person or entity not party to this agreement will be deemed to be a third-party beneficiary of these Terms or any provision hereof. When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”