These Advertiser Terms of Service (“Agreement”) are a legal agreement between you (either an individual or any entity, referred to herein as “you,” “your,” or “Advertiser”) and Trivver, Inc. (“Trivver,” “we,” “our,” or “us”) governing your use, access to, and purchase of any advertising space from Trivver, including through Trivver’s proprietary software tools (“Trivver Asset Editor” or “Trivver Tools”), for use and display of your advertising materials and related technology, such as graphics, photos, 3D models, and other branded assets (“Ads”) on the Trivver app, Trivver website, and any Trivver application, software, product, service, feature, technology, content, or website (collectively the “Service”). Please read this entire Agreement carefully, including without limitation, any linked terms and conditions, privacy policies, or other policies appearing or referenced below, which are hereby made part of this Agreement. To access the advertiser dashboard, you must accept all of the terms of this Agreement. If you are an individual representing an entity, you acknowledge that you have the requisite authority to accept this Agreement on behalf of such entity.
Subject to the terms and conditions in this Agreement, Trivver hereby grants you access to the Service during the Term (as defined herein) for: (a) use of the Trivver Asset Editor through the Trivver advertiser account, allowing your contribution of Ads that may utilize, display, and link to coupons, discounts, QR codes, and other general promotions through hyperlinks (collectively, “Promotions”); (b) use of Trivver’s payment processing services in connection with the Ads you create, contribute, and upload through the Trivver Asset Editor.
Personal or identification data used in connection with the Service is controlled by the Trivver Privacy Policy, which discloses the type of information collected, how such information is used, and the steps taken to secure such information. You can view the Privacy Policy here.
It is important that you take the time to read the terms of this Agreement carefully, and we recommend that you print and save a copy of these terms for your records. You can accept the terms in the following ways: (i) by clicking ‘I accept’ the terms, where this option is made available to you by Trivver in the dashboard of the Trivver Advertiser Account; or (ii) by using, creating, uploading, and/or purchasing advertising space on the Service. Trivver will treat this use as your acceptance of the terms of this Agreement.
Subject to the terms and conditions in this Agreement (as a condition to the grant below), Trivver hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license during the Term (as defined herein) solely to: (a) use the Trivver Asset Editor to access information created or retained in a Trivver Advertiser Account, including but not limited to, any data and information made available to you through the Trivver Asset Editor or by any other means authorized by Trivver, and any copies and derivative works thereof (“Content”); (b) use Trivver’s payment processing services in connection with Trivver applications, websites, products or services that interact with your Service; (c) use the Trivver Asset Editor strictly for displaying your Ads and Promotions through the Service to end-users, as permitted by this Agreement; and (d) modify your Ads and Promotions only to format it for display on the Services.
You hereby grant Trivver, and Trivver accepts a non-exclusive, worldwide, fully-paid, royalty-free, non-transferable, non-sublicensable revocable license during the Term to use, copy, distribute, prepare derivative works, display in public, and publicly perform your Ads that you provide or upload in connection with the Service. The license granted to Trivver in and to such Ads is not limited to personal uses, but also extends to any commercial use, at Trivver’s sole discretion. You understand that Trivver, in performing the required technical steps to serve your Ads and Promotions to its users, may (a) transmit or distribute your Ads and Promotions over various public networks and in various media; (b) make such changes to your Ads and Promotions as necessary to conform and adapt your Ads to the technical requirements of connecting networks, devices, services or media, and (c) enable its users to download and save your Ads and Promotions on their devices for non-commercial purposes only. Trivver acknowledges and agrees that except for the license rights that you grant to Trivver, Trivver does not obtain any other right, title or interest from you (or your licensors) under the terms of this Agreement or to any of your Ads or Promotions.
To access the features of the Service, including, the Trivver Asset Editor, you will have to create a Trivver advertiser account by providing personal details such as your name, contact information, and payment information (“Advertiser Account”). You may never use another’s account without permission. When creating your Trivver Advertiser Account, you must provide complete and accurate information. You are solely responsible for the activity that occurs on your Trivver Advertiser Account, and you must keep your account password secure. If a breach of security or unauthorized use of your Advertiser Account has occurred, you must notify Trivver immediately. Trivver will not be liable for your losses caused by any unauthorized use of your account, but you may be liable for any losses Trivver has incurred due to such unauthorized use.
If managing and Advertiser Account on behalf of other advertisers, each advertiser or client must be managed through separate Advertiser Accounts. You are responsible for ensuring that each advertiser complies with the terms of this Agreement.
Your use of the platform is further subject to the following limitations, as well as in any Trivver documentation, instructions, or guidelines accompanying Trivver Asset Editor, or as otherwise provided to you by Trivver.
If Trivver believes that you have attempted to exceed or circumvent these limitations, your ability to use the Trivver Asset Editor and Services may be temporarily or permanently blocked by Trivver, in its sole and complete discretion.
During the Term, Trivver shall run, place, and display your Ads and Promotions in connection with the Service in compliance with the terms and conditions of this Agreement and applicable laws. Campaigns, funds spent, activity reports, Ads and Promotions are accessible through the advertiser dashboard, or otherwise, within the Trivver Advertiser Account. Trivver will host, serve, deliver, and/or track responses to the Trivver Service, which displays your Ads and Promotions. Campaigns must accurately represent the category to which your Promotions relate to in its Ads and any hyperlinks or QR codes. Although you may select the categories, 3D games, and/or publisher by which your Ads are assigned, Trivver reserves the right to reassign your Ads to other categories, 3D games, and/or publishers. You are fully responsible for honoring any promotion, coupon, or discount in connection with your Ad and failure to do so may affect your Advertiser Account status.
You agree that you will not upload, submit, post, contribute, or display, or otherwise use the Service in order to transmit or display Ads containing, comprising, or linking to: (i) content that may be defamatory, misleading, fraudulent, obscene, distasteful, racially or ethnically offensive, harassing, or that is discriminatory based upon race, gender, color, religion, age, disability or sexual orientation; (ii) pornography or sexually explicit content or pedophilic content; (iii) materials that contain, promote or glorify violence; (iv) hateful or discriminatory materials; (iv) materials promoting criminal activities; (v) materials containing spyware, malware or other harmful code; (vi) profane or obscene language; (vii) materials that infringe or violate the rights of others (including copyright, trademark, trade secret, privacy and/or publicity rights); (viii) defamatory, libelous, obscene, offensive or harmful material; (ix) materials that violate any applicable laws, regulations, ordinances, judgments, decrees, orders or other governmental requirements or any Internet service provider’s or Internet property’s privacy policies or terms of use; (x) disparage or defame Trivver, its affiliates or any third party; (xi) materials that violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, or trade disparagement; (xii) any materials that promote products and services that may be unsafe in conjunction with driving or operating a vehicle, including drugs and alcohol; (xiii) hyperlinks that direct people to non-functional landing pages (including pages that interfere with a person’s ability to navigate away from the page); (xiv) content that promotes hidden surveillance equipment; (xv) images that portray nonexistent functionality; (xvi) content that contains “before-and-after” images or images that contain unexpected or unlikely results; (xvii) content that promotes fake documents; (xviii) content that is leading to external landing pages that provide an unexpected or disruptive experience; (xix) content that contains audio or flash animation that plays automatically without a person’s interaction or expands within the Service after someone clicks on the Ad; (xx) content that promotes products or items that facilitate or encourage unauthorized access to digital media; (xxi) content that promotes or references alcohol must comply with all applicable local laws, required or established industry codes, guidelines, licenses and approvals, and include age and country targeting criteria; and/or (xxii) content that promotes products and services that are frequently associated with misleading or deceptive promotional practices.
You shall not authorize, encourage or permit any third party, whether directly or indirectly, to: (i) generate revenue, or impressions of or clicks on your Ads within the Service, through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated requests, and/or the unauthorized use of other optimization services and/or software.
To benefit from the Trivver Service, you must submit a credit or debit card (Visa, Mastercard, American Express, Discover, JCB, and Diners Club credit and debit cards) (a “Payment Instrument”) through which you will pay all charges incurred in connection with the Service via our designated third-party online payment processor (currently Stripe). You authorize Trivver or our third-party online payment processor to store the Payment Instrument, along with other related transaction information, and bill the designated Payment Instrument up to the applicable maximum spend amount during the Service term, and if applicable, in a recurring fashion during the subscription Service term. Our third-party online payment processor may hold payments for up to 90 days as part of their delayed payments option. If any funds you placed in your Trivver Advertiser Account remain unused during those 90 days, that portion will be returned to you.
You acknowledge that Trivver may modify or update the Trivver Asset Editor from time to time, and at its sole discretion (each modification, an “Update”). You are required to implement and use the most current version of the Trivver Asset Editor and to update your Ads, and Promotions as may be required as a result of the Update, at your sole cost and expense. Be aware that an Update may adversely affect the manner in which your Ads access or communicate with the Trivver Asset Editor or the Service. By continuing access or use of the Trivver Asset Editor following an Update will constitute binding acceptance of the Update.
Trivver’s name, or logos that Trivver makes available to you, including via the Developer Tools, Content, and/or Platforms (the “Trivver Marks”) may not be included in or as part of your registered corporate name, any of your logos, or any of your service or product names. You may not create any derivative works of the Trivver Marks or use the Trivver Marks in a manner that creates or reasonably implies an inaccurate relationship, endorsement, sponsorship or association with Trivver. All use of the Trivver Marks, and all goodwill arising out of such use, will inure to Trivver’s sole benefit. You will not use the Trivver Marks expect as expressly authorized herein without Trivver’s written consent, and you will not remove, alter, or modify any proprietary notices or Trivver Marks on the Developer Tools, Content, or Platforms. Additionally, you will not use any business names, trademarks, service marks, or logos in a manner that can mislead, confuse, or deceive users of your Services.
The Trivver Asset Editor and Trivver Service are licensed, not sold, and Trivver retains and reserves all rights not expressly granted in this Agreement. You agree that Trivver and/or third parties own all legal right, title and interest in and to the Trivver Asset Editor and Trivver Service, including any Intellectual Property Rights (or IP Rights) that subsist in the Trivver Asset Editor and Trivver Service. “Intellectual Property Rights” of “IP Rights” mean any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights as well as all rights in know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdictions, or any treaty.
You agree not to do anything inconsistent with such ownership, including without limitation, challenging Trivver’s ownership of the IP Rights and Trivver Marks, challenging the validity of the license granted herein, or otherwise copying or exploiting the Trivver Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the Trivver Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Trivver, immediately assign in full such rights to Trivver.
From time to time, Trivver may solicit from you, or you may provide, in your sole discretion, suggestions for changes, modifications, improvements, or any other feedback related to the Advertiser Account, Trivver Asset Editor, Content, or Trivver (collectively, “Advertiser Feedback”). All Advertiser Feedback shall be solely owned by Trivver, including all intellectual property rights therein, and shall also be deemed Trivver’s Confidential Information. You hereby assign all right, title, and interest in and to any Advertiser Feedback to Trivver and acknowledge and agree that Trivver has the unrestricted right to use and exploit such Advertiser Feedback in any manner, without attribution, and without any obligations or compensation to Advertiser.
You may be given access to certain non-public information, software, and specifications relating to the Trivver Asset Editor, Content, and Service (“Confidential Information”), which is confidential and proprietary to Trivver. You may use this Confidential Information only as necessary in exercising your rights granted by this Agreement. You may not disclose any of this Confidential Information to any third party without Trivver’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature, and in no event with no less than a reasonable degree of care.
Trivver may terminate this Agreement for any reason or for no reason at any time. We may also suspend your access to the Advertiser Account and Trivver Asset Editor if you have violated the terms of this Agreement, or any other agreement you have with Trivver, or Trivver’s policies, or provide any false, incomplete, inaccurate, or misleading information, or otherwise engage in fraudulent or illegal content. If your Trivver account is terminated or suspended for any reason or no reason, you agree (i) to continue to be bound by this Agreement, (ii) that all licenses granted herein immediately expire, (iii) to immediately stop using the Advertiser Account, Trivver Asset Editor, Content, and (iii) that Trivver will not be liable to you or any third party for termination or suspension of access to the Advertiser Account, Trivver Asset Editor and/or Content, including without limitation, any and all liability for compensation, reimbursement, or damages in connection with your use of the Advertiser Account, Branded Asset Manager or Content. You may terminate this Agreement, and other Trivver agreements, by closing your Trivver Advertising Account at any time (except as may be provided for in your other Trivver agreements) and/or ceasing your access to the Advertising Account, Trivver Asset Editor, and use of all Trivver Content.
ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR, AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR, AND CONTENT IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR, AND CONTENT ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRIVVER, OR THROUGH ANY ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITATION THE FOREGOING, TRIVVER, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENT, DIRETORS, AND EMPLOYEES) DO NOT WARRANT THAT ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR AND CONTENT ARE ACCURATE, RELIABLE OR CORRECT; THAT ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT WILL MEET YOUR REQUIREMENTS; THAT ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR AND CONTENT ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
IN NO EVENT SHALL TRIVVER, ITS PROCESSORS, ITS SUPPLIERS, OR ITS LICENSORS, OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE ADVERTISER ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT. UNDER NO CIRCUMSTANCES WILL TRIVVER BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE TRIVVER ASSET EDITOR, CONTENT, OR YOUR TRIVVER ADVERTISING ACCOUNT, OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIVVER, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE ADVERTISING ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE ADVERTISING ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ADVERTISING ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE ADVERTISING ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE ADVERTISING ACCOUNT, TRIVVER ASSET EDITOR OR CONTENT, IN NO EVENT SHALL THE AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED USD $100.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TRIVVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.
You agree to indemnify and defend Trivver, including our respective employees, directors, agents, affiliates, and representatives, from and again any and all actions, demands, claims, and suits, losses, damages, judgments, tax assessments (including without limitation, reasonable attorneys’ fees) instituted by a person or entity arising out of: (i) your actual or alleged breach of your representations, warranties, or obligations under this Agreement; (ii) your wrongful or unpermitted use of the Advertising Account, Trivver Asset Editor, or Content; (iii) the performance, promotion, sale, or distribution of your Services; (iv) your violation of any third-party right, including without limitation any right of privacy, publicity rights, or Intellectual Property Rights; or (v) your violation of any law, rule, or regulation of the United State or any other jurisdiction. Trivver reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any agreement, which would in any manner, affect the right of Trivver, constitute an admission of fault or liability by Trivver, or bind Trivver in any manner, without the prior written consent of Trivver. In the event Trivver decides to assume control of the defense of such claim, Trivver shall not settle any such claim requiring payment from you without your prior written approval.
Any claim and/or dispute that arises from your use of the Advertiser Account, Trivver Asset Editor and Content shall be decided in accordance with the laws of the State of California. Subject to the arbitration provision below, you agree that any judicial proceedings (other than small claims actions in consumer cases) shall be brought in the state or federal courts located in Orange County, California, United States of America. You agree that such courts shall have personal jurisdiction over you and agree to submit to the jurisdiction and venue of such courts, and waive any objections based on inconvenient forum.
Any dispute, claim or controversy arising out of or relating to this Agreement, of the breach, termination, enforcement, interpretation or validity thereof shall be determined by arbitration in Orange County, California before a single arbitrator. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST TRIVVER. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. You and Trivver hereby expressly waive trial by jury. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. If applicable, consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claim in their local small-claims court rather than through arbitration so long as their matter remains in small claims courts and proceeds only on an individual (non-class or non-representative) basis.
Notwithstanding the foregoing, you understand and agree that any use or dissemination of Trivver’s Confidential Information in violation of this Agreement will cause Trivver irreparable harm, and that monetary damages will not be a sufficient remedy for unauthorized use or disclosure of Confidential Information, and that Trivver will have no adequate remedy at law. Therefore, Trivver shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction without requirement for bond. Such remedies shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.
This Agreement, and any and all rights and licenses granted hereunder, may not be transferred or assigned by you, and any attempted transfer or assignment, whether in full or in part, will be null and void.
You affirm that you are more than the legal age in the territory in which you reside and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement.
Trivver’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the maximum extent possible under applicable law, and the remaining provisions will continue in full force and effect.
This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings, or agreements (whether oral or written) between the parties about the subject matter of this Agreement.
We may amend this Agreement at any time with notice that we deem to be reasonable by posting the revised version on our website or communicating it to you through your Trivver account. The updated agreement will be effective as of the time it is posted. Your continued use of and access to the Advertiser Account, Trivver Asset Editor, and/or Content after the posting of an updated agreement constitutes your acceptance of such updated agreement.
Except as otherwise expressly stated in the terms of this Agreement, there are no third-party beneficiaries.
The terms of this Agreement do not create an agency, partnership, or joint venture among the parties.
Trivver, Inc
Attn: Customer Service
20411 SW Birch Street, Suite 330
Newport Beach, CA 92660
Email:
support@trivver.com
Updated: June 25, 2018