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Terms

KWANZOO TERMS OF SERVICE (TOS) AGREEMENT

    1. PLEASE READ THE FOLLOWING TERMS OF SERVICE (the “TERMS”) CAREFULLY BEFORE USING ANY KWANZOO SERVICE. THE USE OF ANY KWANZOO SERVICES WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE KWANZOO SERVICES.
    2. Purpose of Agreement

Kwanzoo Services are made available to you subject to the following terms and conditions. We may also offer other services under different terms and conditions that are signed by you.

    1. Description of Service

We provide a cloud-based software platform and an array of services for retargeting, account-based marketing, display personalization, demand generation, and other targeted display marketing programs with integration into third party marketing applications and systems (“Service” and “Services”).

    1. Subscription to Beta Service or Free Trial Service

We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation under separate terms signed by you. You agree that we have the sole authority and discretion to determine the period of time and usage limits for testing and evaluation of Beta Services or Trial Service. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services, or continue to offer the Trial Service. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service.

    1. Modification of Terms of Service

Intentionally omitted.

    1. Member Registration Obligations

In consideration of your use of the Services, you agree to:
a) provide true, accurate, current and complete information about yourself as prompted by the Registration Process (“Registration Data”); and
b) maintain and promptly update your Registration Data to keep it true, accurate, current, and complete.
If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Kwanzoo has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Kwanzoo may terminate your Account and refuse current or future use of any or all of the Services provided that you do not correct such information within a commercially reasonable time after receipt of notice.

    1. Personal Information and Privacy

Personal information you provide to Kwanzoo through the Service is governed by Kwanzoo Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Kwanzoo Privacy Policy. Notwithstanding any updates to its Privacy Policy, Kwanzoo agrees that it will never share Customer’s personal information with third parties for any purpose other than providing the Services or as required by law. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your Account and you agree to inform us immediately of any unauthorized use of your Account by email to support@kwanzoo.com or by calling us on any of the numbers listed on http://www.kwanzoo.com/contact-kwanzoo. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your Account, or otherwise.

    1. Communications from Kwanzoo

The Service may include certain communications from Kwanzoo, such as service announcements, administrative messages, and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

    1. Fees and Payments

Subscriptions to paid Services are available on yearly subscription plans, unless you and Kwanzoo’s authorized signatory have mutually agreed to a different subscription term through electronic signature signed by you or your representative. Your subscription plans will be automatically renewed for the same term at the end of each subscription period, unless you inform us that you do not wish to renew the subscription, no later than 30 days prior to the end of your currently active subscription term. You understand and agree that immediately upon termination of your subscription, all currently active programs and campaigns may be deactivated at the sole discretion of Kwanzoo. The subscription fee will be invoiced quarterly in advance (or under other terms that supersede, as provided in an estimate or invoice, and subsequently electronically accepted by you). The fee may alternately be charged to the Credit Card last used by you, provided we have your written credit card authorization, or electronic provision of credit card details directly through our website. You understand that use of credit card may incur an additional charge, and the details of such charges shall be provided to you through an estimate or invoice. If you would like the payment for the renewal to be made through a different Credit Card or payment method, you agree to inform us at least seven days prior to the renewal date. Kwanzoo reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. You will not be charged for using any Service unless you have opted for a paid subscription plan. Information on the subscription options and charges for all paid Services is available by writing to us at sales@kwanzoo.com. All payments are due net 30 days from your receipt of an invoice.

    1. Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not:
(i) transfer or otherwise make available to any third party the Services;
(ii) provide any service based on the Services without prior written permission;
(iii) use the third party links to sites without agreeing to their website terms & conditions;
(iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; or
(v) use the Services for spamming and other illegal purposes.

    1. Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity provided that you do not cease such activity within a commercially reasonable time after receipt of notice specifying the grounds for termination.

    1. Inactive User Accounts Policy

We reserve the right to terminate unpaid accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such account will be deleted. We will provide you prior notice of such termination and backup of your data upon written request within 60 days of notice. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your account in another Service active.

    1. Data Ownership

We respect your right to ownership of content created or stored by you in the Services (“Customer Content”). You own the Customer Content. Unless specifically permitted by you, your use of the Services does not grant Kwanzoo the license to use, reproduce, adapt, modify, publish or distribute the Customer Content for Kwanzoo’s commercial, marketing or any similar purpose. But you grant Kwanzoo permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the Customer Content solely as reasonably required for the purpose of providing the Services to you.

    1. User Generated Content

You may transmit or publish Customer Content using any of the Services or otherwise. However, you shall be solely responsible for such Customer Content and the consequences of its transmission or publication. Any Customer Content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization, or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Kwanzoo will have the right to block access to or remove such content made available by you, if Kwanzoo receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Kwanzoo for this purpose.

For procedure relating to complaints of illegality or infringement of third party rights in content transmitted or published using the Services, click here.

If you wish to protest any blocking or removal of content by Kwanzoo, you may do so in the manner provided here.

    1. Sample files and Applications

Kwanzoo may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Kwanzoo makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

    1. Trademark

Kwanzoo, Kwanzoo logo, the names of individual Kwanzoo Services and their logos are trademarks of KWANZOO Inc. You agree not to display or use, in any manner, the Kwanzoo trademarks, without Kwanzoo’s prior permission. Your logos, names and other trademarks are the sole property of yours. Kwanzoo agrees not to display or use, in any manner, your trademarks, without your prior permission. Kwanzoo shall not have, or by virtue of these Terms gain any right, title or interest in or to any CUSTOMER materials, software, products, or software code (including all derivatives thereof) used to provide or promote the Services, or to any patents, copyrights, trade secrets or other proprietary or intellectual property of CUSTOMER.

    1. Warranties

You and Kwanzoo warrant and represent that they have the full right and authority to enter into this Agreement and that, by entering into this agreement and providing and/or using the services, they are not violating any i) rights, including but not limited to patent, copyright and trademark, of any third parties, ii) agreements with third parties, or iii) federal, state or local laws (including applicable privacy legislation).
Kwanzoo warrants that (a) any Deliverables will conform to the applicable statement of work and (b) it will provide the Services (i) in a professional manner using best practices in the industry and (ii) in compliance with all applicable federal, state, and foreign laws, regulations, and directives.
EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, KWANZOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KWANZOO MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR SECURE. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM KWANZOO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

    1. Limitation of Liability

THE PARTIES AGREE THAT, EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 19 BELOW AND CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 22 BELOW, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 19 BELOW AND CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 22 BELOW, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY YOU TO KWANZOO HEREUNDER.

    1. Indemnification

Kwanzoo agrees to indemnify, defend, and hold harmless Customer and its parents, subsidiaries, officers, directors, employees, suppliers, affiliates, successors and assigns from and against any third-party losses, damages, fines and expenses (including reasonable attorney’s fees and costs) arising out of or relating to any claims that the Services infringe or misappropriate any intellectual property right of a third party.

    1. Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and un-appealable. The arbitration shall be conducted in San Mateo, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, either party may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

  1. Suspension and Termination

We will terminate your Kwanzoo Account upon your request, when you provide written notice to us, no later than 30 days prior to the end of your subscription term. Termination of Kwanzoo Account will include denial of access to all Services, deletion of your Account information such as your e-mail ID and Password and deletion of all data in your Kwanzoo Account.

  1. Confidentiality

In the course of doing business, Customer may provide confidential information to Kwanzoo. “Confidential Information” means confidential, non-public, or other proprietary information including, without limitation, business information, including customer and prospective customer names, marketing information, operations, plans, products, and other confidential information that is disclosed by Customer to Kwanzoo. Kwanzoo shall: (a) hold the Confidential Information in confidence and not disclose, directly or indirectly, any portion of the Confidential Information to any third party without prior written approval of Customer, (b) not use, copy or exploit the Confidential Information except for the purpose of providing the Services and (c) exercise at least the same degree of care in safeguarding the Confidential Information as Kwanzoo would with its own confidential information, but in no event less than a reasonable standard of care. Kwanzoo may reveal and communicate Confidential Information only to its employees, officers and directors who are informed of and bound by the obligations of this Agreement and have a clear and well-defined “need to know” in order to provide the Services.

  • General
  • These Terms shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of California. Any legal claim, suit, action or proceeding arising out of these Terms or the matters contemplated hereunder or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Notices to be given or submitted by either party to other pursuant to these Terms shall be in writing and directed to the address in the preamble to this Agreement or otherwise provided to the other party in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested) or by certified or registered mail, return receipt requested, postage prepaid or (c) on the date sent by facsimile (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. These Terms, together with any statements of work, constitutes the sole and entire agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. These Terms may only be amended, modified or supplemented by an agreement in writing by non-preprinted agreements clearly understood by both parties to be an amendment and signed by each party hereto. No waiver by either party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be illegal, unenforceable, or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable, but shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

      Last Updated 22nd June 2017

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