Terms & Conditions
Pushnami Ads Agreement
This Pushnami Ads Agreement (“Ads Agreement” or “Pushnami”) apply to your use of Pushnami, LLC online advertising platform and the associated self-serve ad services (the “Ad Services”). The Ad Services allow your ads to be served on properties of Pushnami and enabled third parties (collectively, “Properties”). By registering for or using our online Advertising platform or our Ad Services, you agree to the terms of this Agreement, so please take a moment to read them.
1. Agreement
This Ads Agreement applies to the access and use of the Ad Services. If you are accessing or using the Ad Services on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to this Ads Agreement, and your agreement to this Ads Agreement will be treated as their respective agreement. In this event, Pushnami may hold you responsible for violations of this Ads Agreement by that business or third party, and “you,” “your” and “party” as used below will also refer and apply to that business or third party.
Pushnami and you might enter into an Insertion Order to set out the commercial points of the Ads Services. Such Insertion Order is incorporated into this Ads Agreement. If there is a conflict between this Ads Agreement and the Insertion Order, the Ads Agreement shall prevail.
2. Ad Services
The Ad Services are designed to enhance the effectiveness of your campaigns. Pushnami may offer you choices about whether you would like to use certain automated optimizations (e.g., to opt-out of automatic expansion of your specific targeting criteria or to participate in optimized bidding). With your permission, Pushnami also may manually assist you with your campaigns.
You are responsible for (i) all ads and content submitted by you or on your behalf through the Ad Services or otherwise to Pushnami, including the creatives, text, images, branding, URLs, tags, and pixels that comprise the ads and content thereof (collectively, your “Ads”), (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all content and property to which Ads direct viewers, as well as redirects (“Destinations”), and (iv) all services and products advertised on Destinations (“Advertised Goods”). Except as expressly agreed by Pushnami in writing, Pushnami will determine the size, placement and positioning of your Ads. Pushnami will serve your Ads as inventory becomes available on the Properties. Your Ads, Destinations, Advertised Goods and use of the Ad Services must comply with all applicable laws, self-regulatory rules, industry or platform rules and governmental requirements (collectively, “Applicable Law”).
You are responsible for any activity conducted through your account, including any purchases made or charges incurred. If you represent that you are using the Ad Services on behalf of a business, you agree that Pushnami may share information about your purchases and use of the Ad Services with that business, including its representatives and agents. If that business indicates that you are no longer authorized to place ads on its behalf (e.g., if you leave that business or change roles within that business), you agree you may be removed from accounts associated with that business.
You will not, and you will not enable or authorize any third party to, (a) engage in illegal or fraudulent conduct (for example, to discriminate against protected classes), including through use of the Ads, Destinations, Advertised Goods or use of the Ad Services, (b) except as expressly authorized by Pushnami in writing, use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Properties, (c) except as expressly authorized by Pushnami in writing, copy, modify or create derivative works of the Ad Services or any related technology, (d) provide Ads that assert or imply personal characteristics, (e) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks, conversions, or other invalid activity, (f) use any automated means or form of scraping or data extraction to access, query or otherwise collect Pushnami advertising-related information from the Ad Services except as expressly permitted by Pushnami, or (g) provide Ads that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Ad Services or any device or system or breach or circumvent any security measure of Pushnami or a third party. Pushnami may reject, remove or not deliver any Ad at any time for any reason, including failure to comply with Applicable Law (as defined above).
Pushnami may, in its sole discretion, discontinue, modify, cancel or terminate any part or all of the Ad Services or suspend or terminate your ability to use the Ad Services (including in instances where you do not meet Pushnami’s credit approval requirements). Pushnami retains the complete and unqualified right to serve advertisements for its own products and services and to participate in auctions through the Ad Services to serve such advertisements.
3. Fees, Payment and Measurements.
You agree to pay all applicable fees and charges that Pushnami calculates for your use of the Ad Services (“Fees”). Fees will be calculated based solely on Pushnami’s measurements for the Ad Services, and on the basis and at the rate shown when a campaign, order or other purchase was submitted through your account (“Rate”), e.g., price per impression, click, other conversion, lead or period, whether with a fixed or automatically optimized bid, whether with daily budget, lifetime pacing, or other budget options. You also agree to pay all applicable taxes, government charges and foreign exchange fees. For these purposes, taxes include all federal, state, and local sales, use, gross receipts, VAT, GST, levies and similar transaction taxes. You will have no liability for income taxes that are statutorily imposed on Pushnami including taxes or fees measured by Pushnami’s net or gross income.
Pushnami may charge you a service fee to use the Services. Such fee will be agreed to you and may be a one time charge or recurring charge.
Pushnami will periodically charge your payment method at the applicable Rate. All amounts paid are non-refundable. We may charge your credit card and any prepayment are not refundable. The balance will be drawn down based on Pushnami’s numbers as you use the Services. The amount charged on your credit card as a prepayment might be automatically charged as agreed to by you. You remain responsible for any uncollected amounts. Pushnami may charge interest for any overdue amounts at the rate of the lesser of 1% per month or the lawful maximum, and you agree to reimburse us for all collection costs for overdue amounts. To the extent you have not spent your designated budget, you may limit or stop additional charges by editing the budget through your account or suspending or canceling the campaign. Pushnami will endeavor to cease serving your Ads promptly following your suspension or cancellation, but you agree to pay and will be charged at the Rate for Ads delivered up until they cease to be displayed. Pushnami may store and update (e.g., upon expiration) your payment method for use with subsequent campaigns, orders and purchases submitted through your account.
Your Fees will be determined solely on Pushnami’s tracking mechanisms, which Pushnami may modify from time to time. If you wish to dispute any Fees for any reason, you must notify Pushnami in writing of the Fees that you dispute and the basis for the dispute within 90 days of the activity in dispute. Failure to do so will result in waiver of the dispute. If Pushnami adjusts any disputed Fees, which will be in Pushnami’s sole discretion to decide, any refund or makegood will be in the form of a non-transferable Ad Services credit that you must use prior to termination of your account, or in such other form as Pushnami chooses in its sole discretion.
Pushnami has systems in place to attempt to detect and prevent certain forms of automated and fraudulent activity, but no such systems are perfect, and bot activity, click fraud, fraudulent leads, and other third-party invalid activity (collectively, “Invalid Activity”) may occur. You understand and agree that Invalid Activity may affect the Fees you are charged, and that Pushnami is not liable for such Invalid Activity. Pushnami may choose to notify you of Invalid Activity in its discretion, but it is not obligated to do so.
Additionally, if you wish to dispute any Fees, your sole and exclusive remedy will be to make a claim for an Ad Services credit within 90 days of the date of that Invalid Activity or Technological Issue, and Pushnami’s exclusive liability is, in Pushnami’s sole discretion, to issue Ad Services credit. Any Ad Services credits that you may accrue are non-refundable and non-transferable, and must be used prior to termination of this Agreement or your ads account.
Pushnami ad types include, but are not limited to, sponsored content, sponsored messaging, text, video, and dynamic ads, as described in this Ads Guide.
4. Intellectual Property Rights and Feedback.
You grant to Pushnami a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, distribute and publish your Ads in connection with the Ad Services (including for testing, compliance, service improvement, and marketing and promotional purposes). You represent and warrant that you own or have all necessary rights (including intellectual property rights) to your Ads (including to grant the license above).
If you choose to provide suggestions and feedback to Pushnami, you agree that Pushnami can (but does not have to) use and share such feedback for any purpose without compensation to you. Any such suggestions will be owned exclusively by Pushnami. If you provide testimonials about our Ad Services or submit Ads to Pushnami, we may post those testimonials and Ads in connection with our promotion of the Ad Services. Pushnami reserves all of its intellectual property rights in the Ad Services as further described in the User Agreement.
5. Personal Data and Privacy.
Each party will prominently post a complete and accurate privacy policy on its websites and in its mobile applications (where applicable), that contains all elements required by Applicable Law and describes the party’s data collection, use, and sharing practices, including with respect to cross-device tracking and ad targeting (where applicable). Pushnami’s participation in advertising self-regulatory bodies is described here.
You will not, and you will not enable or authorize any third party to, (a) except with the explicit opt-in consent of the applicable individual, associate any data obtained in connection with the Ad Services (“Ad Services Data”) with data that either directly identifies an individual or can be used to identify and individual and is subject to protection under Applicable Law (“Personal Data”) or otherwise re-identify such data, or (b) target Ads based on sensitive data (as defined by Applicable Law) (“Sensitive Data”). You will also not transfer to Pushnami any data that you know or reasonably should know was (1) collected from or about children under the age of 13, or (2) constitutes Sensitive Data.
6. Disclaimer of Warranties.
To the fullest extent permitted by law, you and Pushnami acknowledge and agree that the Ad Services, including the software, technology, tools, functionality, and information made available in connection with or provided in connection with the Ad Services are provided “as-is.” You and Pushnami acknowledge and agree that your use of the Ad Services is at your own risk and Pushnami does not warrant that any software, technology, tools, functionality, and information made available in connection with or provided in connection with the Ad Services will meet your requirements or be available, uninterrupted, defect free, error free, or bug free. You and Pushnami further agree and acknowledge that Pushnami will not be liable for the consequences of any interruptions, defects, errors or bugs, except as specifically provided in Section 3 above.
To the fullest extent permitted by law, in addition to disclaiming all implied warranties and other warranties as provided in the User Agreement, Pushnami disclaims all warranties regarding the accuracy of the information on which targeting categories are based (e.g., member profile information or segments that you or third parties provide), the match rate or changes to such rate for matched audiences, the rate at which inventory for your ads becomes available on the properties, the nature and content of the properties on which ads are served, the match rate for block lists of properties, the results of your campaigns, and other uses of the Ad Services.
Except as expressly set forth in this Agreement, and to the fullest extent permissible by law, Pushnami disclaims and you waive all claims regarding (a) any representations or warranties relating to this Agreement or the Ad Services, including any express or implied warranties or conditions of merchantability, or fitness for a particular purpose; (b) any implied warranties or conditions arising out of course of dealing, course of performance, or usage of trade; and (c) any obligation, liability, right claim, or remedy in tort, whether or not arising from negligence.
7. Indemnity.
Notwithstanding any review or approval of any Ad by Pushnami, you agree to indemnify Pushnami, its owner, employees and directors (collectively “Pushnami Indemnities” and hold Pushnami Indemnities harmless from any damages, losses and costs (including, reasonable attorneys’ fees) related to third party claims or proceedings, arising out of or related to your Ads, Destinations, Advertised Goods, use of the Ad Services and breach of this Ads Agreement.
8. Limitation of Liability.
To the fullest extent permitted by law, neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.
Neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for an amount that exceeds the greater of (a) two (2x) times the total fees paid or payable to Pushnami during the 1-month period before the event giving rise to the liability or (b) USD $100.00.
These limitations of liability do not apply to a party’s (i) payment, confidentiality or indemnification obligations; (ii) liability for fraud, gross negligence or intentional misconduct; (iii) liability for death or personal injury; or (iv) violation of the other party’s intellectual property rights.
9. Confidential Information.
These are the confidentiality obligations that the parties have to each other.
9.1. “Confidential Information” means any information disclosed under this Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g., pricing, non-public Personal Data, etc.). Confidential Information includes Pushnami’s pricing, metrics, member demographics, and all details regarding its beta features. Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the date that the parties entered into this Agreement; (c) becomes generally known to the public during the course of this Agreement, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 9.
9.2. Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of fostering the business relationship between the parties (including your use of, and Pushnami’s provision of, the Ad Services); (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this Agreement, or (2) as required by law, judicial or governmental authority; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser.
10. Applicable Laws.
Each party will comply with Applicable Law relating to its performance of this Ads Agreement, including data protection, privacy and security laws (e.g., the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA)), in addition to all international, federal, state, provincial and local laws relating, but not limited to, (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; (b) discrimination against employees or job applicants based on race, color, religion, sex, sexual orientation, gender identity, national origin, veteran status or disability; and (c) the import or export of the Services, including but not limited to trade laws such as the U.S. Export Administration Regulations and International Traffic in Arms Regulations, and sanctions regulations administered by the U.S. Office of Foreign Assets Control.
11. Miscellaneous.
Relationship of the Parties. The provisions of the User Agreement relating to feature-specific terms, interpretation, notice and assignability apply to this Ads Agreement and the Ad Services. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether a party to this Ads Agreement or not) relating to the subject matter of this Ads Agreement, other than as stated in this Ads Agreement. This Ads Agreement does not create a partnership, agency relationship, employment relationship or joint venture between the parties.
Modification and Termination. Pushnami may change the terms of this Ads Agreement by notice to you (for example, by a notice displayed in the Campaign Manager tool and/or in the Ad Services, by email, by text message or by mail), and both parties agree that changes cannot be retroactive. If you do not agree to these changes, you must stop using the Ad Services. Your continued use of the Ads Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date. Pushnami may modify, suspend, terminate access to, or discontinue the availability of the Ad Services at any time in its sole discretion. All continuing rights and obligations under this Ads Agreement will survive expiration or cancellation of your Ad Services account, including through the Campaign Manager Tool or through a future Ads Services tool utilized by Pushnami.
Contracting Entity Terms; Governing Law. The Pushnami entity entering into this Ads Agreement with you is determined pursuant to the Contracting Entity Terms. If an issue arises under this Ads Agreement (including non-contractual disputes or claims) and the contracting entity based on the Contracting Entity Terms is Pushnami, then this Ads Agreement is governed by the laws of the State of Texas, and any action or proceeding (including those arising from non-contractual disputes or claims) related to this Ads Agreement will be brought in the federal or state courts of Travis County, Texas, USA.
Communications. You agree to receive communications from Pushnami via e-mail, regular mail, and/or postings on the Campaign Manager Tool, including communications regarding your ad(s), ad account(s), and campaign(s).
Entire Agreement, Severability. If you have entered into a separate agreement with Pushnami regarding your use of the Ad Services (e.g., through use of an insertion order), then the terms of that separate agreement will govern your use of the Ad Services for the specific purchase described in that agreement. If any provision of this Ads Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.