By accessing or using the Services, you agree to these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company, you represent that you have the authority to bind that entity.
Subject to these Terms and any applicable Service Order, AdZeta grants you a limited, non-exclusive, non-transferable right to access and use the Services for your internal business purposes during the applicable term.
AdZeta may improve or modify the Services, provided such changes do not materially diminish core functionality during an active term.
Client retains ownership of Client Data. You grant AdZeta a limited, worldwide, royalty-free license to use, process, and analyze Client Data solely to provide and improve the Services, in accordance with our Privacy Policy.
You agree to pay the fees stated in the applicable Service Order. Unless otherwise stated, invoices are due within thirty (30) days. Fees are non-refundable except as expressly provided in the Service Order or these Terms.
Each party agrees to treat all non-public information received from the other party that is designated as "Confidential" or that reasonably should be understood to be confidential as confidential. This includes, but is not limited to, Client Data, platform performance metrics, and the terms of the Service Order. Each party will use the same degree of care to protect confidential information as it uses for its own confidential information, but in no event less than a reasonable degree of care.
AdZeta owns all right, title, and interest in and to the Platform, Services, and related IP. No rights are granted except as expressly stated in these Terms or an applicable Service Order.
The term is as specified in the applicable Service Order. Either party may terminate for material breach if not cured within thirty (30) days of written notice. Upon termination, access to the Services ceases and confidential information must be returned or destroyed.
Each party represents and warrants that it has the legal power to enter into this Agreement.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, ADZETA PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ADZETA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ADZETA DOES NOT GUARANTEE ANY SPECIFIC RESULTS, INCREASE IN PROFITS, OR RETURN ON INVESTMENT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED.
Client will defend and indemnify AdZeta against third-party claims arising from Client's breach of these Terms or violation of law in connection with its use of the Services, subject to prompt notice and reasonable cooperation.
These Terms are governed by the laws of the State of New York, USA, without regard to conflict of laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, NY.
This Agreement, including the Privacy Policy and any Service Orders, constitutes the entire agreement between the parties. This Agreement may be modified only by a written amendment signed by both parties. If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect.
Questions about these Terms?