This agreement (’agreement’) between You and circus offers enterprise, s.a. (’circus offers’) constitutes the Sales promotion management program (the ’program’) and the features of the sales promotion management software as a service (the ’service’) standard terms of service. ’you’, ’your’ or ’yourself’ means any entity identified in an enrollment form submitted by the same or affiliated persons, ’merchants’, and/or any agency, network acting on its (or their) behalf, which shall also be bound by the terms of this agreement. If you do not wish to agree to the circus offers’ term of service, do not use circus offers.
1. circus offers Usage
a. circus offers serves only as a host and distribution tool of offers that does not have any relationship whatsoever with the content of the offers and the offerings of merchants.
2. Program Participation
a. Description. You may use the program to host and manage your offers, contests, sweepstakes, coupons or other such consumer and trade promotions, incentive schemes and the promotional elements of sponsorships (’promotion’, ’promotions’ or ’sales promotion’) directly on your circus offers account/profile so long as You (and not circus offers) are solely responsible for:
I. Your promotion and for Your Promotion’s compliance with all applicable federal, state and local laws, rules and regulations in the jurisdiction(s) where your Promotion is offered or promoted,
III. its use of and interpretation of any element generated by you or the program,
IV. the use of and interaction (by you or any third parties) with any element, tool and technology related to or generated by the program,
V. its use of and interpretation of the results generated or presented by the program,
VI. any liability associated with your promotion and you agree to defend, indemnify and hold harmless circus offers, its parent corporation, affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
1. your use of and access to circus offers for your promotion;
2. your violation of any term of these policies;
3. any violation within your promotion of any third party right, including without limitation any copyright, property, or privacy right;
4. any claim from any third party relating to or arising from your promotion; or
5. any claim that your promotion violates any law, rule or regulation. This defense and indemnification obligation will survive the termination of the service, changes to these policies and your use of the program. circus offers has the right to remove your promotion content from circus offers for any reason.
3. Accepting the Terms
In order to make use of the program, you must first agree to the term and policies. you may not use the program if you do not accept the term and policies. you can accept the term and policies by:
a. clicking to accept or agree to the term and policies, where this option is made available to you by circus offers in the user interface of the program; or
b. by actually making use of the program. In this case, you understand and agree that circus offers will treat your use of the program as acceptance of the term and policies from that point onwards. you may not make use of the program and may not accept the terms and policies if:
I. you are not of legal age to form a binding contract with circus offers; or
II. you are a person barred from making use of the program under the laws of any country including the country in which you are resident or from which you use the program.
Policy. The official language of the policies is written in the english language and in the case of any contradiction between the english language version of the policies and a translation of it, the english language version shall take precedence.
5. Provision of the Services
circus offers is constantly working on the program trying to improve the provision of services.
a. circus offers has affiliated legal entities around the world (’affiliates’). Sometimes, these companies will be providing the services to you on behalf of circus offers itself. You acknowledge and agree that affiliates will be entitled to provide the services to you.
b. In order to provide the best possible experience for its users, the program may be the subject of changes from time to time. You acknowledge and agree that circus offers has no obligation to provide any prior notice regarding any modification to the program.
c. As part of this continuing innovation, you acknowledge and agree that circus offers may stop (permanently or temporarily) providing the services (or any features within the services) to you or to users generally at circus offers’ sole discretion, without prior notice to you. you may stop using the services at any time. you do not need to specifically inform circus offers when you stop using the services. you acknowledge and agree that if circus offers disables access to your account, you may be prevented from accessing the services, your account details or any files or other content which is contained in your account.
d. You acknowledge and agree that while circus offers may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the services, an access limitation for specific features, or on the amount of storage space used for the provision of any service, such fixed upper limits may be set by circus offers at any time, at circus offers’ discretion.
6. Use of the Services by You
The user experience of the program’s interface is constantly being improved.
a. In order to access certain services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the service, or as part of your continued use of the services. you agree that any registration information you give to circus offers will always be accurate, correct and up to date.
b. You agree to use the services only for purposes that are permitted by:
I. the policies and
II. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from different countries).
c. You agree not to access (or attempt to access) any of the services by any means other than through the interface that is provided by circus offers, unless you have been specifically allowed to do so in a separate agreement with circus offers. you specifically agree not to access (or attempt to access) any of the services through any automated means (including use of scripts or web crawlers).
d. You agree that you will not engage in any activity that interferes with or disrupts the services (or the servers and networks which are connected to the services) you agree that you will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the program or any other circus offers technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation.
e. Unless you have been specifically permitted to do so in a separate agreement with circus offers, you agree that you will not reproduce, duplicate, copy, sell, trade or resell, lease, syndicate, sub-syndicate, lend, or use for co-branding time-sharing, service bureau or other unauthorized purposes the program or access thereto (including, but not limited to any part, copy or derivative thereof);
f. You agree that you are solely responsible for (and that circus offers has no responsibility to you or to any third party for) any breach of your obligations under the terms of service and for the consequences (including any loss or damage which circus offers may suffer) of any such breach.
g. You will not, and will not authorize any party to generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions;
h. You agree not to publish (’Post’) anything illegal, fraudulent, malicious, obscene or indecent, or engage in any illegal or fraudulent business practice.
I. You agree that you will not remove, obscure, or alter any notice of copyright, trademark, trade secret, or other proprietary right related to the program.
j. You agree that you will not use the program: (x) to link or merge any data to or with any personally identifiable information (’PII’), or (y) to derive PII therefrom, in each case without the prior affirmative consent (opt-in) of the natural person identified by the PII; or
k. You agree that you will not transmit any information to circus offers in violation of any applicable law, regulation or policy or in a manner that includes any PII or unique identifier for an individual or household, whether or not it is PII.
7. Your Passwords and Account Security
a. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the services.
b. Accordingly, you agree that you will be solely responsible to circus offers for all activities that occur under your account.
c. If you become aware of any unauthorized use of your password or of your account, you agree to notify circus offers immediately.
8. Privacy and your Personal Information
b. You agree to the use of your data in accordance with circus offers’ policies.
9. Content in the Services
You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the services are the sole responsibility of the person from which such content originated. All such information is referred to below as the ’content’.
a. You should be aware that content presented to you as part of the services, including but not limited to advertisements in the services and sponsored content within the services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that content to circus offers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this content (either in whole or in part) unless you have been specifically told that you may do so by circus offers or by the owners of that content, in a separate agreement.
b. circus offers reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all content from any service. For some of the services, circus offers may provide tools to filter out explicit sexual content. In addition, there are commercially available services and software to limit access to material that you may find objectionable.
c. You understand that by using the services you may be exposed to content that you may find offensive, indecent or objectionable and that, in this respect, you use the services at your own risk.
d. You agree that you are solely responsible for (and that circus offers has no responsibility to you or to any third party for) any content that you create, transmit or display while using the services and for the consequences of your actions (including any loss or damage which circus offers may suffer) by doing so.
10. License from circus offers
a. circus offers gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by circus offers as part of the services as provided to you by circus offers. This license is for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by circus offers, in the manner permitted by the term.
b. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the program or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by circus offers, in writing.
c. Unless circus offers has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the program, grant a security interest in or over your rights to use the program, or otherwise transfer any part of your rights to use the program.
11. Content License from You
a. You retain copyright and any other rights you already hold in content which you submit, post or display on or through, the services. By submitting, posting or displaying the content you give circus offers a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any content which you submit, post or display on or through, the services. This license is for the sole purpose of enabling circus offers to display, distribute and promote the services and may be revoked for certain services as defined in the Additional term of those services, if available.
b. You agree that this license includes a right for circus offers to make such content available to other companies, organizations or individuals with whom circus offers has relationships for the provision of syndicated services, and to use such content in connection with the provision of those services.
c. You understand that circus offers, in performing the required technical steps to provide the services to our users, may:
I. transmit or distribute your content over various public networks and in various media; and
II. make such changes to your content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services or media. you agree that this license shall permit circus offers to take these actions.
d. You confirm and warrant to circus offers that you have all the rights, power and authority necessary to grant the above license.
12. Data Use and Publicity
I. has obtained your consent;
II. discloses to an end user information related to the creative that the end user viewed (including but not limited to a copy of the creative and the site on which it was displayed);
III. concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of circus offers, its users or the public; or
IV. provides such information in certain limited circumstances to third parties to carry out tasks on circus offers’ behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by circus offers and in accordance with the policies. you agree that the limitations in the prior sentence do not apply to pre-existing data related to your or advertiser’s website that is available through the program used by third parties. you agree that circus offers may aggregate data with data collected from other advertisers’ campaigns, and use such aggregated data to improve the program, provided that circus offers will only aggregate data in a manner such that no third party could identify which advertisers’ data contributed to the aggregated set.
13. Agency and Accounts
You warrant that you are authorized to act on behalf of, and have bound to this agreement each applicable advertiser. If for any reason an advertiser is not bound to this agreement, you will be liable for advertiser’s obligations under a breach of this agreement. Either you or circus offers may share advertiser’s program information with such advertiser or its designee. you will protect any passwords related to your use of the program and you are responsible for your own, and any third party’s, use of any of your accounts and information included therein (including any accounts linked to your accounts).
14. Representations and Warranties
You represent and warrant that:
a. all information you provide to circus offers is complete, correct and current;
b. you will use reasonable efforts to ensure that each publisher complies with all applicable laws and regulations;
c. you have all necessary right, power, and authority to enter into this agreement and to perform the acts required of you hereunder; and
d. you have complied with, and will continue to comply with, all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in your performance of any acts hereunder; and
e. you will not use the program to target publisher properties, media or content that:
I. use unlawful or deceptive means to install software on computers,
II. collect PII without the prior affirmative consent (opt-in) of the end user, or
III. violate policies.
f. Your Obligation to Indemnify. You agree to indemnify, defend and hold circus offers, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant publishers, licensors, licensees, consultants and contractors) (collectively ’indemnified person(s)’) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any indemnified person(s), arising out of, related to or which may arise from your use of the program and/or your breach of any term of this agreement.
g. Disclaimer. Nothing in these terms, including sections 7 and 8, shall exclude or limit circus offers’ warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
h. You expressly understand and agree that your use of the services is at your sole risk and that the services are provided ’as is’ and ’as available.
i. In particular, circus offers, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that:
I. your use of the services will meet your requirements,
II. your use of the services will be uninterrupted, timely, secure or free from error,
III. any information obtained by you as a result of your use of the services will be accurate or reliable, and
IV. that defects in the operation or functionality of any software provided to you as part of the services will be corrected.
j. Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
k. No advice or information, whether oral or written, obtained by you from circus offers or through or from the services shall create any warranty not expressly stated in the terms.
l. circus offers further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
m. You are solely responsible for the control, operations and security of your internet transactions and communications through, access to, or use of the program, and circus offers disclaims, and you hereby waive, any such responsibility or authority in circus offers.
n. circus offers disclaims all guarantees regarding:
I. click through rates;
II. availability and delivery of any impressions, creative, or targets on any publisher property, circus offers property, or section thereof;
IV. conversions or other results for any ads or targets;
V. the accuracy and sufficiency of planning data generated by the program, reporting data and metrics data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and
VI. the adjacency or placement of ads within a program.
15. Limitation of Liability
Except for indemnification amounts payable to third parties hereunder to the fullest extent permitted by law:
a. Neither party will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation, loss of profits, revenue, interest, goodwill, loss or corruptions of data or for any loss or interruption to your business) whether in contrator (including without limitation negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy; and
b. other than payment obligations, no party may be held liable for damages under this agreement from any given event or series of connected events in the aggregate of more than the feed paid in the three (3) months before the date of the activity first giving rise to the claim.
16. Term and Termination
circus offers may modify this agreement at any time without liability and your use of the program after notice that this agreement has changed constitutes your acceptance of the modified agreement. circus offers may cancel or suspend immediately any of its programs.
Neither party may assign or transfer any of its rights hereunder without the written consent of the other party. Any other attempt to assign or transfer is void. circus offers and you are not legal agents, but are independent contractors. In the event that these term or a program expire or is terminated, circus offers will not be obligated to return any materials to you.