SharpSpring Ads Terms

This SharpSpring Ads Terms of Service (this “Agreement”) supplements the Company Partner Terms or Client Subscription Terms (the “Terms”) between SharpSpring Reach, Inc. (“Company”) and, as applicable, Partner or Client (referred to in this agreement as “Customer”), and, along with the Terms, applies to any SharpSpring Ads Agreement between Company and Customer. Capitalized words and phrases not otherwise defined by this Agreement have the meanings given by the Terms.

SharpSpring Ads
Company grants Customer a worldwide, limited, non-exclusive, non-transferable, non-sub- licensable right to: (a) access and use SharpSpring Ads, (b) use Company’s pixel on Customer’s websites, (c) download and integrate Company’s Software Development Kit (in object code form), and (d) access and use the Participant Data (defined below) solely for the purposes of using SharpSpring Ads for targeted advertising. Customer agrees that immediately upon notification by Company, Customer will immediately stop using any Participant Data to which Customer has had access.

Using SharpSpring Ads
Customer must follow the policies made available to Customer within SharpSpring Ads. Don’t misuse SharpSpring Ads. Customer may not interfere with SharpSpring Ads or try to access it using a method other than the interface and the instructions that Company provides. Customer may use SharpSpring Ads only as permitted by law. Company may suspend or stop providing SharpSpring Ads to Customer if Customer does not comply with Company’s terms or policies or if Company is investigating suspected misconduct. Using SharpSpring Ads does not give Customer ownership of any intellectual property rights in SharpSpring Ads or the content Customer access. Customer may not use content from SharpSpring Ads unless Customer obtains permission from Company or is otherwise permitted by law. This Agreement does not grant Customer the right to use any branding or logos used in SharpSpring Ads. Don’t remove, obscure, or alter any legal notices displayed in or along with SharpSpring Ads.

SharpSpring Ads integrates Customer’s advertisements and other data Customer inputs into SharpSpring Ads (“Customer’s Content”) with content (“Publisher’s Content”) provided by others, that is not Company’s content. Company will match Customer’s Content with the Publisher’s Content, selected by Company at Company’s sole discretion, based on criteria Customer provides. The Publisher or its designee, however, has the ultimate authority to decide whether or not to accept Customer’s Content for integration with the Publisher Content, and the manner of integration. The Publisher’s Content is the sole responsibility of the entity that makes it available. Company may review Customer’s Content to determine whether it is illegal or violates Company’s policies, or Publisher policies, and Company may remove or refuse to display Customer’s Content that Company reasonably believes violates such policies or the law. But that does not necessarily mean that Company reviews Customer’s Content, so please don’t assume that Company does. Similarly, Company does not necessarily review all Publisher’s Content to which Customer’s Content may be offered to be integrated. So please do not expect Company to have reviewed all Publisher’s Content to which Company offers Customer’s Content for integration.

Company may act as Customer’s agent in bidding or purchasing Internet distributed advertising inventory and audience data through advertising exchanges, directly from publishers or from other sellers of online advertising (“Ad Exchanges”). Customer acknowledges that Company, as Customer’s agent for this specific purpose, has the authority to bind Customer to any and all terms and conditions or other agreements imposed by these Ad Exchanges. Customer’s Content may not include any personally identifiable information that can be used to identify an individual user, for example, IP address, a person’s name, home address, email address, or phone number (“PII”).

If Customer uses Company’s pixel to collect data directly from Customer’s users (website visitors), Customer must provide those users with legally sufficient notice of Customer’s data collection practices, post a privacy policy that provides notice of data collection practices (including Customer’s use of cookies, web beacons, pixels and other tracking mechanisms), and obtain informed consent from users. Customer’s Content may not include any data derived from end-user data pertaining to an end-user who has opted-out of having that data used for targeted advertising. Customer must use industry-standard security measures in connection with Customer’s obligations under this Agreement, including industry- standard security measures for data transmission and storage.

Payment For SharpSpring Ads
Company will charge Customer for the advertisements placed, based on the agreed to metrics, such as CPM, times the number of ads placed, clicks on the ad. Customer will provide a weekly estimated budget for the ad campaign. Company will attempt to meet that weekly estimated budget. However, Company cannot assure Customer that Company will not go over that budget (over delivery) in any week. Prior to the start of each week, Customer will be billed for the weekly budget for of Customer’s campaigns, minus any remaining credits from the previous week, whichever is greater. Access to the SharpSpring Ads Platform is completely free as long as Customer spends at least $100 per month on Customer’s ads. If Customer does not spend at least $39, Company will bill Customer the difference between what Customer spent in the previous month and the $39 minimum. This is to help Company maintain Customer’s audience data, offset storage costs, and maintain Customer’s continued access to Company’s reporting. Customer understands that all funds paid to Company become the property of Company to compensate Company for costs involved in planning, hosting, and storing Customer’s campaign, account, and related data. Should Customer pause a campaign or choose to close Customer’s account for SharpSpring Ads, Customer may request reimbursement of any remaining funds designated for Customer’s campaign within 180 days after the campaign is paused or terminated, with such reimbursement subject in all cases to Company’s sole discretion.

SharpSpring Ads measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under this Agreement, and such data shall be included in Customer’s invoices or billing remittances. The amount charged to Customer is a combination of SharpSpring Ads’ direct Ad Exchange cost and Company’s service fee to act as Customer’s agent in publishing Customer’s content. As Company acts as an agent in purchasing advertising inventory through the Ad Exchanges, the direct Ad Exchange costs are not fixed in advance and are subject to fluctuation. Accordingly, Customer’s fees are not determined until the completion of SharpSpring Ads, at which point Customer is charged and the invoice amounts are binding. Customer may access statistics or indicators upon which Company’s invoice amounts are derived on a daily basis through SharpSpring Ads. Any modifications Customer make in setting up, budget adjustment, launching, pausing or stopping a campaign are Customer’s sole responsibility. Any charges or costs that are a result of changes made by Customer will be included in Customer’s regular bill and/or invoice from Company.

All charges and invoices will be based on Company’s measurements and tracking and not based upon those of Customer or any other party. For accounts that have been set up using a credit card, Company pre-charges Customer on a weekly basis for the weekly budget costs (determined or set by Customer). Prior to the start of a new week Company will charge Customer’s credit card for the amount necessary in order to begin the week with a balance equal to the desired weekly campaign spend. Customer acknowledges and accepts that Company does not guarantee the budget set up will be reached. For accounts that have been set up using invoice, Customer shall pay the amounts set out in the invoices within 30 days of the date of the invoice.

Customer’s SharpSpring Ads Account
Customer will need a SharpSpring Ads account in order to use SharpSpring Ads. Customer may create Customer’s own SharpSpring Ads Account, or Customer’s SharpSpring Ads Account may be assigned to Customer by an administrator, such as Customer’s employer. If Customer is using a SharpSpring Ads Account assigned to Customer by an administrator, different or additional terms may apply and Customer’s administrator may be able to access or disable Customer’s account.

Customer’s Content in SharpSpring Ads
SharpSpring Ads allows Customer to submit Customer’s Content to be embedded in the Publisher’s Content and to collect and submit data to be included in Company’s data aggregation platform (“Participant Data”). Customer retains ownership of any intellectual property rights that Customer hold in Customer’s Content. In short, what Customer created and belongs to Customer stays yours.

When Customer uploads or otherwise submits Customer’s Content to SharpSpring Ads, Customer grants Company (and third parties with whom Company works) a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes Company makes so that Customer’s Content works better with SharpSpring Ads), communicate, publish, publicly perform, publicly display and distribute such content. The rights Customer grants in this license are for the limited purpose of operating, promoting, and improving SharpSpring Ads, and developing new ones. Customer also agrees that Company may use Customer’s trademark or logo on its website or other locations, for the limited purpose of providing notice to its publishers of the availability of advertisements from Customer to be inserted in their publications.

Customer grants SharpSpring Ads the right to access and use the Participant Data and data derived from, stored in, or otherwise related to the cookies set by Customer, or by Company on Customer’s behalf, in performance of SharpSpring Ads. Customer also grants to other participants in SharpSpring Ads the right use and benefit from the Participant Data solely through the use of SharpSpring Ads to run advertising campaigns. No cookie ID data or any other personally identifiable data is included in the Participant Data that may be accessed by, or shared with any participant.

Customer also grants Company the right to access, use, and disclose data related to Customer’s use of SharpSpring Ads so long as any disclosure of such data does not individually identify Customer, Customer’s end-users, or Customer’s customers. Customer understands and agrees that Company is not required to disclose to Customer or any other customer the source of any Participant Data.

Company relies on Customer to have all necessary legal rights to Customer’s Content and the Participant Data that Customer provides to Company. Make sure Customer has the necessary rights to grant Company the license for to use Customer’s Content and the Participant Data in SharpSpring Ads. Customer agrees to defend, indemnify and hold harmless Company, and its directors, officers and employees, its suppliers, distributors, and publishers, from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding based upon any claim that is a breach of the license granted herein.

Indemnification and Liability for SharpSpring Ads
Without limiting Customer’s indemnity obligation under the Terms, because Ad Exchanges may require that Company bind Customer to their terms and conditions (“Ad Exchange Term and Conditions”) to which Company must bind itself in order to provide SharpSpring Ads to Customer, Customer hereby agrees to defend, indemnify and hold harmless SharpSpring Ads from any third party claim or liability arising out of or related to Customer’s Content, ad trafficking decisions and targeting decisions, properties to which Customer’s Content directs views (e.g. landing pages) and the redirect (e.g. URLs), services and products Customer advertise, or Customer’s breach of any Ad Exchange Terms and Conditions.

Modifying and Terminating our Services
We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. You can elect to stop using our Services anytime and it will be effective seven (7) days after you provide us with written notice or as indicated through our product. However, you will still be liable for ads that have been distributed after the date you provide us with the written notice but prior to the effective date. SharpSpring Ads may also stop providing Services to you, or add or create new limits to our Services at any time.

Our Warranties and Disclaimers
We provide our Services using a commercially reasonable level of skill and care. But there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT OR ADDITIONAL TERMS, NEITHER SHARPSPRING ADS, SHARPSPRING REACH, INC. NOR ITS SUPPLIERS, LICENSORS, DISTRIBUTORS, OR PUBLISHERS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WE DISCLAIM ALL WARRANTIES. SHARPSPRING REACH, INC. DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE IS WITH YOU.

Indemnification and Liability for our Services
Because Ad Exchanges may require that we bind you to their terms and conditions (“Ad Exchange Term and Conditions”) to which we must bind ourselves in order to provide the Service to you, you hereby agree to defend, indemnify and hold harmless SharpSpring Ads, it’s parent company, and its partners, agents, affiliates and licensors from any third party claim or liability arising out of or related to Your Content, ad trafficking decisions and targeting decisions, properties to which Your Content directs views (e.g. landing pages) and the redirect (e.g. URLs), services and products you advertise, or your breach of any Ad Exchange Terms and Conditions.

WHEN PERMITTED BY LAW, SHARPSPRING ADS OR SHARPSPRING REACH, INC’S, LICENSORS, SUPPLIERS, DISTRIBUTORS AND PUBLISHERS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, LOST OR CORRUPTED DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SHARPSPRING REACH, INC., AND ITS LICENSORS, SUPPLIERS, DISTRIBUTORS AND PUBLISHERS, FOR ANY CLAIM UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU ARE CHARGED TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN). IN ALL CASES, SharpSpring Ads, SHARPSPRING REACH, INC., AND ITS SUPPLIERS, DISTRIBUTORS AND PUBLISHERS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Business uses of our Services
If Customer uses SharpSpring Ads on behalf of a business (“Customer’s Customer”), Customer’s Customer accepts and agrees to be bound by this Agreement. Customer’s Customer will hold harmless and indemnify SharpSpring Ads and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of SharpSpring Ads or violation of this Agreement, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.

About these Terms
We may modify this Agreement or any additional terms that apply to a Service, for example, reflect changes to the law or changes to our Services. You should look at this Agreement regularly. We’ll post notice of modifications to these terms on this page by updating the effective date above. Changes will not apply retroactively and will become effective no sooner than ten (10) days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service. If you continue to use our Services for more than 30 days after we post changes or updates, you will be bound by the changed or updated terms even if you don’t agree with them.

If there is a conflict between this Agreement and any additional terms, the additional terms will control for that conflict.

In addition to this Agreement, Customer is also bound by Company’s separate website agreement: the SharpSpring Ads Privacy Policy (http://sharpspring.com/features/ads/privacy).  If there is any conflict between agreements, the terms of this Agreement shall prevail.

These terms control the relationship between SharpSpring Ads and you. They do not create any third party beneficiary rights.

SharpSpring Ads may assign this Agreement to one of its affiliates (a subsidiary, a parent, or a subsidiary of a parent) or in connection with a change of control. If you do not comply with this Agreement, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms of this Agreement.

You and SharpSpring Ads agree to comply with all applicable laws including any export regulations of the United States.

The laws of Florida, U.S.A., excluding Florida’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Florida, USA, and you and SharpSpring, Inc. consent to personal jurisdiction in those courts.

Email privacy@sharpspring.com for additional information about this Agreement.

View SharpSpring Ads Data Processing Addendum.