These Advertiser Terms and Conditions (“Terms“) are entered into between Cordless Media, LLC (“Cordless“), and the party executing these Terms or agreeing to the Terms electronically (“you,” “your” or “Company”), together with Cordless, the “Parties” and each a “Party.” These Terms govern your use of the Cordless Media Platform and advertising services which you are granted through your account with Cordless or which are incorporated by reference by clicking to agree to these terms or by running a Campaign with Cordless (“Services”). By placing an order or accessing or using the Services you agree to be bound by and are acknowledging that you have read, understood and accept these Terms.
- DEFINITIONS
“Ads” or “Creative(s)” means any advertisement, materials, feed data or technology provided by you or on your own behalf. Company is one hundred percent (100%) responsible for all Ads and Creative submitted to the Cordless Media Platform.
You will create a “Campaign” within the Cordless Media Platform. The Campaign will consist of but is not limited to: budgets, pricing, targeting or other information necessary for you to purchase Services.
The “Cordless Media Platform” is a place where you create Campaigns and authorize Cordless and its Affiliates to use automated tools to format and place Ads on your behalf.
You are responsible for the Destinations (defined below) to which your Ads direct viewers (i.e. landing pages, mobile applications) as well as any related URLs, waypoints or redirects (collectively “Destinations”) as well as all services and products advertised on said Destinations.
You authorize Cordless to place your Creative on any content property provided by Cordless or its affiliates or, a Third Party Partner as applicable (the “Services.”)
You are responsible for the use of all Ads, Creative and targeting decisions “Target(s)” in the creation and launching of your Campaigns.
A “Third Party Partner” is any company or entity working with Cordless upon which your Creative may be placed in order to post your Ads.
- SERVICES
Cordless and its affiliates will make the Cordless Media Platform available to you to run your Campaigns. Through the Cordless Media Platform you can create, manage, publish and activate a Campaign.
Should you need assistance from Cordless, the Cordless Media Platform may help you in the selection or generation of Ads or Destinations your Ads will be served on. However, you are not required to use our assistance. Should you choose to use Cordless’ assistance, you are solely responsible for the Ads, Destinations and Targets.
All Campaigns created within the Cordless Media Platform are binding and shall be treated as signed orders. By creating, publishing or activating a Campaign within the Cordless Media Platform, you are confirming the terms of the Campaign and agree to pay for Ads served and/or generated pursuant thereto. You acknowledge that Campaign details (budgets, targeting, pricing, etc.) are all elements within your control and that by activating any Campaign you are giving full permission to Cordless to perform Services in accordance with the Campaign details.
You are solely responsible for your use of the Services, which are subject to applicable Cordless policies available on the Cordless website, and all policies made available to you, including applicable Third-Party Partner policies (“Policies”). By providing the Services, Cordless agrees to abide by the Cordless Privacy Policy located at https://cordless.co/privacy-policy/.
You will not and will not allow or authorize any third party to: (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Services where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect Cordless advertising-related information from any property except as expressly permitted by Cordless, or (iv) attempt to interfere with the functioning of the Services. You will direct communications regarding Ads on Third Party Partner Properties under these Terms only to Cordless by emailing us at info@cordlessmedia.com.
Cordless and its affiliates may remove or reject a specific Ad, Destination or Target at any time for any reason or no reason at all. Cordless may also modify the Services that it offers at any time.
- AD SERVING, TESTING AND CANCELLATION
Ad Serving: Cordless will track delivery of your Ads through its ad server.
Controlling Measurement. Cordless’s tracking will be used to determine delivery and thus the measurement used for billing and invoicing. However, for online display Ad impressions billed on a CPM or vCPM basis (“Display Ads”), if Cordless’ applicable impression count (“IC”) is higher than your IC by more than ten percent (10%) over the invoice period, you may request a reconciliation efforts between Cordless and your system of record by making a claim with Cordless within sixty (60) days after the invoice date (“Claim Period”). If Cordless determines that the claim is valid, and assuming you have already paid Cordless for the delivery, Cordless will issue you advertising credits for the difference that you may use toward additional Cordless Services. You will not be entitled to a refund for any discrepancy.
You acknowledge and agree that Campaigns run on or through third parties may include links to other websites or resources that Cordless has no control over (and is merely a passive conduit with respect to). You are solely responsible for the use of such websites and resources and Cordless is not responsible for the availability of third-party websites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third-party websites or resources. You acknowledge and agree that Cordless shall have no responsibility or liability whatsoever for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any such third-party website or resource.
Ad Testing: You authorize Cordless to conduct tests that may affect your use of the Services, including Ad formatting, Targets, Destinations, pricing and auction-time bid adjustments. You authorize Cordless to conduct any necessary tests without notice or compensation to you.
Ad Cancellation: Unless the terms of a signed Order say otherwise, either Party may cancel an Ad at any time before the earlier of Ad auction or placement. However, if you cancel an Ad after the start date of a Campaign, you are responsible for any cancellation fees or Ads Cordless communicates to you, and your Ad may still be published. The Party wishing to discontinue or pause the Campaign must log into the Cordless Media Platform and pause or discontinue the Campaign. You control the pausing of your Campaigns and they will run until you pause them. You are solely responsible for any Campaign that you choose to pause. You must complete cancellation of Ads through the Cordless Media Platform, notice to Cordless is not sufficient. You are responsible for all payment obligations for Ads generated due to your failure to properly cancel a Campaign.
- REPORTING
Upon initiation of a Campaign, Cordless will provide you with reporting. Reporting consists of the number of Ads served. All billing shall be based on reporting provided by Cordless. Should you dispute Cordless’ reporting, Cordless will work with you in good faith to resolve the discrepancy. However, after such time, all billing will be due pursuant to Cordless’ reporting. Your only option to dispute Cordless’ billing is to submit a claim pursuant to Section 3.
- PAYMENT AND PAYMENT LIABILITY
You will pre-pay all charges incurred in connection with the Services using a payment method approved by Cordless. You may not run Campaigns for amounts over any pre-paid fees and your Campaigns will automatically pause once your funds are depleted. All fees are exclusive of taxes and applicable regulatory operating or jurisdiction-specific fees or costs, as determined by Cordless. You will pay all such taxes, fees, or costs. You will also pay all reasonable expenses, including attorney fees and costs, Cordless incurs in collecting late payments that are not disputed in good faith. Charges are based on the billing criteria under the applicable Services (e.g., based on clicks, impressions, or conversions). Cordless will not be bound by any terms on any online invoicing portal you may have or use. No Party may offset any payment due under these Terms against any other payment to be made under these Terms.
Cordless may, in its sole discretion, extend, revise or revoke credit at any time. If credit is awarded to you, Cordless is not obligated to deliver any Ads in excess of any credit limit. If Cordless does not deliver Ads to the selected Targets or Destinations, then your sole remedy is to make a claim for advertising credits within the Claim Period, after which Cordless will issue the credits following claim validation which must be used by you within sixty (60) days of posting to your account.
You understand that third parties may generate impressions or clicks on your Ads for prohibited or improper purposes and if that happens, your sole remedy is to make a claim for advertising credits within the Claim Period, after which Cordless will issue the credits following claim validation. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) YOU WAIVE ALL CLAIMS RELATING TO ANY SERVICE CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT CORDLESS’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED WITHIN SIXTY (60) DAYS OF THE CREDIT POSTING TO YOUR ACCOUNT.
Cordless cannot assure that any auction-based Ads will be delivered and therefore make-goods will not be offered and do not apply.
- CONFIDENTAIL INFORMATION
“Confidential Information” shall mean all proprietary information of the disclosing Party, including information provided to the disclosing Party by third parties that the Disclosing Party is obligated to keep confidential, whether provided before or after the Parties execute these Terms. Unless excluded in writing by the disclosing Party, the Parties shall assume that any and all information disclosed, that is of a nature that a reasonable person would understand is confidential, is Confidential Information, whether in oral form, machine-readable form, written, digital, electronic or other tangible form, and whether designated as confidential or unmarked. Without limiting the foregoing, Confidential Information includes inventions, product research and development, production data, product designs, specifications, descriptions and labels, discoveries, trade secrets, techniques, models, data, programs, processes, know-how, customer lists and contact information, personal information with respect to employees, customers or others, including but not limited to customer email addresses, client names, marketing plans, drawings, financial information, products, business plans, sales positioning strategies and communication strategies.
Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to recipient; (ii) was or becomes generally available to the public through no fault of the recipient; (iii) was rightfully in recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to recipient by the disclosing Party; (iv) was developed by employees or agents of recipient independently of and without reference to any information communicated to recipient by disclosing Party; or (v) was communicated by disclosing Party to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either Party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under these Terms; provided, however, that: (a) the recipient promptly notifies the disclosing Party of such disclosure requirement; (b) cooperates (at disclosing Party’s expense) in any lawful effort by disclosing Party to oppose or limit such disclosure; and (c) discloses only so much of such Confidential Information as, on advice of counsel, it is legally obligated to disclose.
Each Party agrees that monetary damages for breach of confidentiality under this Section may not be adequate and that the disclosing Party shall be further entitled to seek injunctive relief. Nothing contained in these Terms shall be interpreted as granting rights by license or otherwise in any Confidential Information disclosed pursuant hereto.
- REPESENTATIONS AND WARRANTIES
You agree to provide Cordless with accurate information (e.g., contact information, detailed corporate information, promotional methods, etc…) as set forth or required by Cordless in order for the Services to be provided. Should any of your account information change, you must update it within the Cordless Media Platform. Failure to keep your information updated may result in your account or Campaign(s) being suspended and/or cancelled. Cordless will not alter, delete or otherwise change information posted by you in your account, other than in connection with the termination of these Terms, after which Cordless is entitled to close your account and delete all such account information.
You represent, warrant, covenant and agree that: (i) you enter into these Terms with the intent to use the Cordless Media Platform and Services consistent with these Terms, ethical business practices, and all applicable laws and regulations; (ii) you have the full right, power and authority to enter into these Terms and purchase all Services; (iii) the execution of these Terms by you will not violate any law or regulation, or any agreement to which you are a party; and (iv) you will not engage in or facilitate the use of indiscriminate advertising or unsolicited commercial email, or otherwise fail to comply with the CAN-SPAM Act of 2003 or any successor legislation or any other law or regulation that governs marketing or communications. You further warrant that you grant to Cordless, its affiliates and Third Party Partners the worldwide, revocable license and right to use, reproduce, publicly display and distribute your Ads, Destinations and Targets necessary to perform the Services and that all information and authorizations provided by you are complete, correct and current.
You will not provide any Ads or Creative that contain or connect to malware, spyware, unwanted software or any malicious code. You will not knowingly circumvent or breach any Cordless security measures.
You authorize Cordless and its affiliates to automate retrieval and analysis of, and create test credentials to access, Destinations for the purposes of performing the Services. By providing any mobile or other telephone number to Cordless in connection with the Services, you hereby authorize Cordless, its affiliates and their agents to call and send text messages (for which standard message and data rates may apply) to the provided telephone numbers, including by an automatic telephone dialing system, for purposes of performing the Services. However, Cordless will not rely on this permission to initiate autodialed calls or text messages for marketing purposes. You further authorize Cordless, its affiliates and their agents to send electronic mail to you in relation to the Services provided.
You warrant that you are authorized to act on behalf of the Company for which you are entering into these Terms and are able to bind these Terms to any third party, for which you have initiated Services in accordance with these Terms (collectively “Advertiser”) and any references to you in these Terms will also apply to Advertiser, as applicable. If for any reason you have not bound an Advertiser to these Terms, you will be personally liable for performing any obligation Advertiser would have been had Advertiser been bound. If you are using the Services on your own behalf to advertise, for that use you will be deemed to be both Company and Advertiser. Cordless will provide Advertiser with reporting data no less than on a monthly basis, which discloses absolute dollars spent on the Cordless Media Platform and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. Cordless may, upon request of an Advertiser, share Advertiser-specific information with Advertiser directly.
- WARRANTY DISCLAIMER
EXCEPT AS SET FORTH IN THESE TERMS, YOUR EXPRESSLY AGREE THAT YOUR USE OF CORDLESS MEDIA PLATFORM AND SERVICES ARE AT YOUR OWN RISK. YOU FURTHER AGREE THAT THE CORDLESS MEDIA PLATFORM AND SERVICES ARE AVAILABLE ON AN “AS IS” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND THAT CORDLESS MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING THE CORDLESS MEDIA PLATFORM OR SERVICES EXCPET AS EXPRESSLY SET FORTH HEREIN. YOU FURTHER AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK, AND CORDLESS, ITS AFFILIATES AND THIRD-PARTY PARTNERS DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE SERVICES OR SERVICE RESULTS. CORDLESS MAKES NO PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.
- LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS, AS WELL AS SECTION 10, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM, CORDLESS DISCLAIMS ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR DAMAGES OF ANY KINDS (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES) IN ANY WAY ARISING FROM: (I) YOUR USE OF THE CORDLESS MEDIA PLATFORM OR SERVICES; OR (II) THE FUNCTIONALITY OR OPERATION (OR FAILURE TO FUNCTION OR OPERATE) OF THE CORDLESS MEDIA PLATFORM OR SERVICES, EVEN IF CORDLESS WAS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OTHER THAN YOUR PAYMENT OBLIGATIONS UNDER THESE TERMS, YOU, CORDLESS, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO CORDLESS BY YOU UNDER THE TERMS IN THE THIRTY (30) DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
- INDEMNIFICATION
You will indemnify and defend Cordless, its Third Party Partners, agents, affiliates and licensors against any and all losses, liabilities, obligations, damages, actions, suits, proceedings, claims, demands, assessments, judgments, costs, penalties and expenses, including reasonable attorneys’ fees and costs, relating to any third party allegation or legal proceeding to the extent arising out of or related to Ads, Creative, Services, Destinations, Targets, Use or breach of these Terms by you. Third Party Partners are intended third-party beneficiaries of this Section.
- DISPUTE RESOLUTION
In the event of a dispute or claim arising under these Terms, before initiating a lawsuit against the other Party, the Parties agree to first work in good faith to resolve between themselves such dispute or claim. To this end, either Party may request that each Party designate an officer or other management employee with authority to bind the Party to meet to resolve the dispute or claim. During this resolution process, each Party will honor the other’s reasonable requests for non-privileged and relevant information. This Section will not apply if: (i) the expiration of the statute of limitations for a cause of action is imminent; or (ii) injunctive or other equitable relief is necessary to mitigate damages.
The Party will provide written notice (“Notice of Dispute”) to the other Party. This Notice of Dispute to Cordless must be sent to the following address and contain as much of the following as possible: (a) Your or Advertiser’s name and mailing address, (b) your or Advertiser’s email address used to log into your account, (c) a description of the dispute, including identification of the relevant Campaigns, and (d) a statement of the relief requested.
Cordless Media, LLC
Attn: Legal Department
500 South Mill Avenue, Suite 1178
Tempe, AZ 85281
Cordless will send notice to you at the email address and/or mailing address associated with your account. You and Advertiser agree to receive notice at such addresses. You further agree to notify Advertiser promptly of such notice.
- FORCE MAJEURE
Neither Party will be liable for or will be considered to be in breach of these Terms on account of any delay or failure to perform as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs (which shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other natural occurrences, any conflicting order, direction, action or request of the United States government (including, without limitation, state or local governments) or of any regulatory department, agency, commission, court, bureau, corporation or other instrumentality, or of any civil or military authority, national emergencies, insurrections, riots, acts of terrorism, wars, strikes, lockouts, work stoppages or other such labor difficulties), the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of such event. Notwithstanding the foregoing, the Parties’ obligations to one another shall be excused and/or postponed during and only for the duration of the applicable force majeure event and shall resume as soon as practicable after the force majeure event has ended unless otherwise agreed to by the Parties. Your payment obligations are only suspended during the time of the force majeure event.
- CHANGES TO THE TERMS AND CORDLESS MEDIA PLATFORM
Cordless reserves the right to make changes to these Terms, the Cordless Media Platform or the Services at any time with or without notice. The Terms will be posted at https://www.cordlessmedia.com/self-serve-platform-advertiser-terms-and-conditions. The changes to the Terms will not apply retroactively and will become effective thirty (30) days after posting. However, material changes or changes made for legal reasons will be effective immediately upon notice to you, which will be sent to the email address you have on file with Cordless. Either Party may terminate these Terms at any time with notice to the other Party. However, Campaigns not cancelled under Section 3 will continue to run and you are responsible for paying for all Ads generated until you cancel such Campaigns
Neither Party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms.
- TERM AND TERMINATION
These Terms shall be effective upon your acceptance through the platform or upon your placing an Order or running a Campaign on the Cordless Media Platform and shall remain in effect until terminated.
These Terms may be terminated by either Party at any time after providing thirty (30) days’ notice. Cordless may terminate these Terms and/or pause all Campaigns immediately and without notice if you are suspected of using the Services to commit fraud. Post termination a final invoice for any and all outstanding balances for the terminated Campaign(s) will be sent to you for immediate payment.
- MISCELLANEOUS
Relationship of the Parties: The Parties to these Terms are independent contractors and no joint venture, agency, partnership or employer-employee relationship is intended or created hereby. These Terms are non-exclusive to either Party and each Party has the right to enter into similar agreements with other third parties.
GOVERNING LAW: THES TERMS SHALL BE TREATED AS THOUGH IT WERE EXECUTED AND PERFORMED IN PHOENIX, ARIZONA, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA (WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES). YOU AGREE THAT ANY LEGAL ACTION OR PROCEEDING BETWEEN YOURSELF AND CORDLESS SHALL BE BROUGHT EXCLUSIVELY IN A FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITTING IN PHOENIX, ARIZONA. THE PREVAILING PARTY OF ANY LAWSUIT WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY FEES AND COSTS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THESE TERMS MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE BARRED. THE LANGUAGE IN THESE TERMS SHALL BE INTERPRETED AS TO ITS FAIR MEANING AND NOT STRICTLY FOR OR AGAINST ANY PARTY. THE PARTIES FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF ANY PROCESS IN ANY SUCH ACTION OR PROCEEDING UPON NOTICE PURSUANT TO SECTION 12.
Severability: If any provision of these Terms conflict with any other rule, regulation, or agreement, these Terms shall govern; provided that nothing herein shall permit or require a Party to act in contravention of any applicable law, rule or regulation. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions of these Terms shall remain in full force and effect, provided that neither Party is deprived thereby of the fundamental benefit of its bargain.
Waiver: A Party’s failure to enforce any provision of these Terms shall neither be deemed a waiver of such provision nor of their right to enforce such provision. Each Party’s rights under these Terms shall survive termination.
Entire Agreement: These Terms, linked policies and any applicable Orders are the Parties’ entire agreement relating to their subject matter and supersede all other agreements between the Parties relating to its subject matter.
Assignment: Neither Party may assign these Terms without the written consent of the other Party which will not be unreasonably withheld. However, in the event of a merger or consolidation of Cordless, the surviving or new corporation and any subsidiaries may take over these Terms subject to the rights and obligations stated herein.
