AdWallet
Terms & Conditions
These OAO Adwallet Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the Adwallet Addendum (the “Addendum”) to the OAO Services Agreement (the “Services Agreement”), Company’s use of the Program. Capitalized terms used herein and not otherwise defined in these Terms shall have the meanings ascribed to them in the Addendum.
Use of the Program is subject to the following provisions:
The Adwallet Agreement grants OAO a non-exclusive right to access and use Adwallet’s platform on a self-serve basis, in order to view the screenshots of the Campaigns served via Company’s instance of Google Ad Manager (“GAM”). OAO may grant to Company the right to access the Adwallet platform solely for the purpose of examining the screenshots of such Campaigns. By use of the platform, Company shall abide by and adhere to all of Adwallet’s terms of use.
Company shall at all times while the Addendum is in effect, provide OAO (which shall provide Adwallet) with an API access (service account user) with “view/read” access to Company’s instance of GAM. Company shall cooperate with OAO and Adwallet to resolve any issues that may arise during Adwallet’s performance of its service (e.g., third party technologies that are blocking Adwallet’s IP address). Such cooperation may involve sharing contact details or assisting in establishing contact with third party technologies, which may interfere with Adwallet’s service.
Company acknowledges and understands that Adwallet hosts the screenshots for a maximum of three (3) months, commencing on the date of the screenshot. If Company wants the screenshots to be hosted for a longer period and Adwallet agrees to such hosting, Company will be required to pay an additional fee to be determined on a case-by-case basis.
Adwallet will provide screenshots of Campaigns which meet the following general criteria:
Campaign of either type: Sponsorship or Standard (guaranteed campaign type).
Campaign type: Programmatic Guaranteed and has advertiser managed creatives with no advertiser/buy-side targeting.
Campaign status is “delivering.”
Adwallet will also provide screenshots of Campaigns in the following special cases, provided that the applicable requirements are satisfied:
Campaigns targeted to specific webpages must include “art(url)” in the notes field of the Campaign.
Adwallet will also provide screenshots of creatives, which meet the following general criteria:
Third party creative has no advertiser/buy-side targeting.
Creative is rendered within the frame, which it is served in.
Custom creative which is agreed between OAO (on behalf of Company) and Adwallet from time to time.
Creative, which is associated to a Campaign, is modified while Campaign status is delivering.
Company understands that Adwallet cannot guarantee 100% cover rate of Company Campaigns and creatives, which are booked within GAM, due to causes including, but not limited to:
Any unwarned changes of the Company’s domains (e.g., page taxonomy, page design changes and changes in ad targeting logic).
Sudden unexpected and unforeseeable changes of creative behavior.
Company’s domains’ blocking of Adwallet’s automation software.
GAM for any reason becomes inaccessible.
Any third-party ad technology provider unforeseeable blocking the Adwallet’s automation software, which results in the creatives becoming inaccessible for screenshots.
Scheduled maintenance.
Company shall promptly notify OAO of any changes to Company’s setup that may affect Adwallet’s ability to take screenshots.
Company acknowledges that whenever a Campaign delivers on more than three (3) domains, the screenshots for that Campaign will be limited to a maximum of three (3) domains. Company can request a higher limit for an additional fee to be determined at such time.
Company shall not: (i) have any right to access or disclose the Program to any person or entity; (ii) alter, enhance, modify in any manner, or make derivative works of or based on, in whole or in part, the Program; (iii) promote any software piracy systems, hacking, emulators or similar activities, or copy, distribute, reproduce, reverse engineer, reverse assemble, disassemble, decipher, or otherwise decompile or deconstruct the Program or the platform or attempt to gain unauthorized access to the Program or the platform or their respective related systems or networks for any purpose; (iv) use or attempt to use the Program and platform in contravention of Adwallet’s or OAO’s privacy or other service policy or any federal, state, local, foreign, or other applicable law, rules, or regulations of any governmental, regulatory or administrative organization; (v) copy, distribute, license, sublicense, sell, resell, rent, lease, lend, transfer, assign, distribute, time share or otherwise commercially exploit or make the Program available to any third party without the prior written consent of OAO; (vi) create or attempt to create a substitute or similar service or product through use of or access to the Program or platform or proprietary information related thereto. Company assumes full responsibility for any use of the Program or platform by any of its employees, whether or not such parties are actually authorized by Company to use the Program or platform, and for ensuring that all such users abide by and comply with these Terms and the terms of the Addendum.
In addition to any indemnities set forth in the Services Agreement, Company will defend, indemnify and hold harmless OAO and Adwallet and their respective members, officers, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, settlement costs and reasonable attorneys' fees) arising out of any claim of any third party resulting from (i) Company’s breach or alleged breach of any representation, warranty, covenant, term or condition set forth in these Terms or the Addendum, or (ii) any use of the Program or platform by Company (either directly or through OAO pursuant to the Addendum or these Terms), its authorized representatives, or by any entity or individual using the user identifier and password, if any, provided to Company by OAO or Adwallet, which use is in violation of these Terms, or the terms of the Addendum or the Services Agreement or in a manner not prescribed by OAO or Adwallet. OAO shall promptly notify Company of any such claim and Company shall have the sole and exclusive authority to defend and/or settle any such claim; provided, however, that OAO or Adwallet may, at its own expense, assist in the defense if it so chooses, and no settlement intended to bind OAO or Adwallet and which requires an Indemnitee to admit liability or to pay any money shall be final without OAO’s or Adwallet’s, as the case may be, written consent. OAO shall reasonably cooperate with Company in connection with any such claim.
Company’s use of the Program is at all times contingent upon Company’s payment of applicable fees pursuant to the Services Agreement and the Addendum. Company shall be solely responsible for any sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of Company’s use of the Program. Company shall also be liable to OAO for any fees and expenses incurred by OAO to a third party resulting from any breach by Company of the Addendum, these Terms or the use of the Program in violation of the terms prescribed by the third party (including, without limitation, a violation of any on-line published policy of the third party).
The Adwallet Program and platform shall be deemed to constitute Confidential Information for purposes of the Services Agreement.
DISCLAIMER AND LIMITATION OF LIABILITY: THE ADWALLET PROGRAM IS PROVIDED “AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER OAO NOR ADWALLET MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT USE OF, ACCESS TO OR OPERATION OF THE ADWALLET PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OAO OR ADWALLET BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THEADWALLET PROGRAM, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), EVEN IF OAO, ADWALLET OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER OAO NOR ADWALLET SHALL HAVE ANY LIABILITY FOR ANY LOSSES RESULTING FROM UNAUTHORIZED ACCESS TO THE ADWALLET PLATFORM. IN NO EVENT WILL OAO’S LIABILITY FOR ANY REASON EXCEED THE AMOUNT PAID BY COMPANY TO OAO FOR THE ADWALLET PROGRAM DURING THE THREE (3) MONTH PERIOD PRIOR TO THE TIME THE CLAIM AROSE. COMPANY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THE ADWALLET PROGRAM.
Use of the Program may be terminated at any time by OAO or Adwallet. In addition, OAO may terminate Company’s right to access and use the Adwallet platform if Company breaches any of these Terms or the terms and conditions of the Addendum or the Services Agreement. OAO reserves the right to modify, amend and supplement (collectively, “Modifications”) these Terms at any time without prior notice to Company. Any Modifications will not apply retroactively but will become effective twenty (20) days after they are posted unless otherwise provided in the Modifications. Company's continued use of the Adwallet Program after such period shall constitute Company's acceptance of such Modifications.
Last Updated: May 10, 2021