ReTargeter Terms and Conditions

 

Revised: March 2009

 

1. Terms
   1. The following terms and conditions apply to the services provided by Retargeter.com, and constitute an agreement between the parties.  The agreement (the “Agreement”) is entered into effective as of the date of execution noted on the Insertion Order (the “Order”), if one exists, between Retargeter.com, a California limited liability company with its principal place of business at 152 Lombard Suite 207 San Francisco CA 94111 (“Retargeter.com”) and the party or parties requesting services from Retargeter.com (“Advertiser”).  If no Insertion Order exists, then this Agreement is effective when the Advertiser selects “I have read and agree to the Terms and Conditions” on the Retargeter.com website. 
2. Advertising Obligations
   1. Retargeter.com’s sole obligation under this Agreement will be to use commercially reasonable efforts to deliver the Creative in the manner specified in the Order (“Creative”).  Such Creative will be created by the Advertiser. 
   2. All Creative will be subject to Retargeter.com’s approval.  Retargeter.com reserves the right to reject, discontinue, or omit any Creative or any part thereof for any reason.  This right will not be deemed waived by acceptance or actual use of any Creative.
3. Payment and Refunds
   1. Advertiser will pay Retargeter.com in accordance with the Order.  All payments will be made in advance via Credit Card unless: (1) otherwise specified; or (2) credit is approved under special circumstances.  Upon approved credit, payment will be made within 15 days from date of invoice.  In the event Advertiser pays with credit card, Advertiser expressly agrees that Advertiser will not charge back on such credit card account.
4. Limitation of Liabilities
   1. Under no circumstances will Retargeter.com be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature (even if such damages are foreseeable, and whether or not Advertiser had been advised of the possibility of such damages) arising from any aspect of this Agreement.
   2. Notwithstanding any other provision of this Agreement, the liability of Retargeter.com will be limited to the total amount paid by Advertiser to Retargeter.com under this Agreement.
   3. Retargeter.com will not be liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond Retargeter.com’s control affecting production or delivery in any manner.
5. Indemnification
   1. Advertiser will indemnify Retargeter.com and hold Retargeter.com harmless from and against any and all liability, loss, damage, claim and expense, including reasonable legal fees and expenses that may be incurred by Retargeter.com, arising out of or related to (a) Advertiser’s breach of any of the representations and warranties in this Agreement; (b) nonfulfillment of any obligation hereunder to be performed by Advertiser; or (c) infringement or alleged infringement of a third party’s intellectual property rights resulting from Retargeter.com’s performance of its duties or exercise of its rights under this Agreement.
   2. Retargeter.com will promptly notify the Advertiser of any threat of a claim that Retargeter.com becomes aware of and that may give rise to a request for indemnification hereunder.
6. Warranties
   1. Advertiser warrants that: (a) Advertiser has authorized the person who has executed this Agreement for Advertiser to execute and deliver this Agreement to Retargeter.com on behalf of Advertiser; and (b) information, if any, supplied to Retargeter.com by Advertiser for inclusion within the Creative will not be procured or produced inconsistently with U.S., foreign, or international law.
   2. NEITHER RETARGETER.COM NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR SUPPLIERS MAKE ANY WARRANTIES EXPRESS, IMPLIED, STATUTORY OR IN ANY COMMUNICATION WITH ADVERTISER WITH RESPECT TO THIRD PARTY SOFTWARE, OR ANY PRODUCT, AND RETARGETER.COM AND ITS PARENTS, SUBSIDIARIES, AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
7. Confidentiality – See Privacy Policy
8. Termination and Breach
   1. This Agreement will be for a term of 1 month unless otherwise specified in the Order.  This Agreement may be extended in one month increments through the conduct of the parties or by a supplemental properly executed agreement.
   2. Retargeter.com retains the right to terminate this Agreement, in whole or in part, with or without cause, at any time.
   3. Upon termination for any reason, Advertiser will remain liable for any amount due for services delivered by Retargeter.com and Advertiser’s obligation to pay will survive termination of this Agreement.  Advertiser understands that the amount of time required to terminate a campaign is directly tied to settings found in their account and termination may take as long as 30 days from the date of notice.  Advertiser will be responsible for any additional fees incurred during this period.  Any cancellation notice will be based on the date the written notice was received by Retargeter.com.
9. Miscellaneous
   1. Advertiser must not assign, license, sublicense, or otherwise transfer any rights or obligations under this Agreement.  Any such transfer will be void and without effect, and may constitute breach of this Agreement.  Notwithstanding these provisions, rights and obligations under this Agreement may be transferred in the event that Advertiser is involved in a merger or an acquisition.  Such transfer will only be effective if to the surviving or acquiring company.
   2. All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and delivered to the other party.
   3. Unless otherwise specified, this Agreement may only be modified, or any rights under it waived, by a written document executed by Retargeter.com and Advertiser.
   4. This Agreement will be interpreted, construed and enforced in all respects in accordance with laws of the State of California, without regard to the state or country of incorporation or operations of Advertiser, or activity of either party in accordance with this Agreement.  Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of California and the federal courts situated in San Francisco County in the State of California in connection with any dispute arising under this Agreement.
   5. In the event that any provision of this Agreement is held by a court of law or other government agency to be void, voidable, or unenforceable, the remaining provisions will remain in full force and effect.
   6. The Confidentiality, Warranties, Limitation of Liabilities. and Indemnification provisions will survive any termination or expiration of this Agreement.
   7. This Agreement, in conjunction with the Order, sets forth the entire agreement between Advertiser and Retargeter.com and supersedes any and all prior and contemporaneous agreements (whether written or oral) of Retargeter.com and Advertiser with respect to the subject matter set forth.

 

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“For a fast growing company like ours, Retargeter is PERFECT! Within the first month, we saw 20 new sales and increased brand awareness. You can’t get better ROI than that!”
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