GroovinADS is a Dynamic Creative Optimisation service, that shows the right offer to each user. The advertisers provide us with their offers, and we integrate them in different banner formats. Each time an impression is generated for one of this banners, our decision engine chooses the most suitable offers to display in the banners, according to the most effective segmentation methods. These methods are: Contextual Segmentation, Geo-location Segmentation, Behavioral Segmentation, Retargeting among others. These banners are able to boost the results of the ads campaigns, maximizing clicks and conversions.

1. Definitions and Concepts for GroovinAds
SUPPLIER: Econventure S.A.
SERVICE: GroovinAds
CLIENT: Customer
ADVERTISER: Customer or Customer’s Client
ADNETWORK: Network where Customer’s banners will be displayed.
TAG: HTML code used by the SERVICE to show ADVERTISER’s banners.
USER: Internet user that browses the ADNETWORK’s site.
PIXEL: tracing Pixel with which the ADVERTISER’s site conversions will be measured.

2. GroovinAds Functional Description.
It is known as SERVICE the system which, through different algorithms and calculations, generates ads based on ADVERTISER’s available product stock or offers, in real-time, according to the USER behavior, the context in which the TAG is served, the USER’s geolocation, the TAG’s performance indicators, and other optimization concepts.

3. GroovinAds Technical Description.
CLIENT provides SUPPLIER. with the detail of their offers, available in a file, through a periodic interface or a web service provided by CLIENT. Service provides a TAG for the different formats to CLIENT. CLIENT introduces the obtained TAG, in the different advertising spaces that they wishes to optimize, in the ADNETWORK. When the USER accesses the site where ADVERTISER’s ads are displayed, the web browser interprets the TAG contained in the site, and shoots a web request to SERVICE, who in turn delivers the ads that will be displayed in the page. If the USER clicks one of the TAGS and then generates a conversion in ADVERTISER’s site, he will be exposed to a PIXEL. SERVICE uses this PIXEL to track the results of CLIENT’s campaign and to optimize SERVICE based on results.

4. Terms and Conditions.
These SERVICE Terms and Conditions are entered into by SUPPLIER and the CLIENT executing these Terms or that accepts these Terms electronically. These Terms govern CLIENT’s participation in SERVICE’s services (i) that are accessible through the account(s) given to CLIENT in connection with these Terms or (ii) that reference or are referenced by these Terms. In consideration of the foregoing, the parties agree as follows:

4.1. Programs.
CLIENT authorizes SERVICE to create CLIENT’s advertising materials and related technology. CLIENT is solely responsible for all: (i) Creative, (ii) Ad targeting decisions (e.g., segmentation), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects and (iv) services and products advertised on Destinations. The Program is an advertising platform on which CLIENT authorizes SERVICE to use automated tools to format Ads. SERVICE may modify or cancel Programs at any time. CLIENT acknowledges that SERVICE may participate in Program auctions in support of its own services and products.

4.2. Policies.
CLIENT is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords). Program Use is subject to applicable SERVICE policies made available to CLIENT. In connection with the Program, SERVICE will comply with the SERVICE Privacy Policy. CLIENT authorizes SERVICE to modify Ads. CLIENT will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed or (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect SERVICE advertising related information from any Property except as expressly permitted by SERVICE. Customer will direct communications regarding Ads on Partner Properties under these Terms only to SERVICE.

4.3. Ad Serving.
CLIENT will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Program security measure.

4.4. Service Cancellation.
Either party may cancel the SERVICE services at any time, except if there is an IO specifing diferently. If CLIENT cancels SERVICE services before a commitment date, then CLIENT is responsible for any cancellation fees communicated by SERVICE to CLIENT (if any). Cancelled Services will generally cease serving as described in a Policy or IO, and CLIENT remains obligated to pay all charges resulting from SERVICE services. SERVICE will not be bound by a CLIENT provided IO.

4.5. Warranty and Rights.
CLIENT warrants that (a) it holds, and hereby grants SERVICE the rights in Creative, Destinations and Targets for SERVICE to operate the Programs and (b) all information and authorizations provided by CLIENT are complete, correct and current. CLIENT authorizes SERVICE to automate retrieval and analysis of Destinations for the purposes of the Programs. CLIENT warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which CLIENT advertises in connection with these Terms. If for any reason CLIENT has not bound an ADVERTISER to these Terms, CLIENT will be liable for performing any obligation that the ADVERTISER would have if it had been bound to these Terms. CLIENT will provide ADVERTISER with reporting data as frequently as existing reporting from CLIENT to ADVERTISER, but no less than on a monthly basis, that discloses absolute dollars spent on SERVICE and performance (at a minimum cost, and impressions of users on the account of that ADVERTISER) in a reasonably prominent location. SERVICE may, upon request of an ADVERTISER, share ADVERTISER-specific information with ADVERTISER. If CLIENT is using a Program on its own behalf to advertise and not on behalf of an ADVERTISER, for that use CLIENT will be deemed to be both CLIENT and ADVERTISER.

4.6. Payment.
CLIENT will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by SERVICE, within a commercially reasonable time period specified by SERVICE (e.g., in the Program user interface or IO). If it is not otherwise specified in the IO, (A) The user grants ALLPAGO SERVIÇOS DE PAGAMENTO E COBRANÇA LTDA. the rights to close the FX contract and to remit the funds relating to payments executed via boleto bancario, credit cards or PAYPAL. (B) Allpago acts on behalf of the user and does not account for collecting taxes, which might originate in relation to this operation. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. CLIENT will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys’ fees SERVICE incurs in collecting late payments. Charges are solely based on SERVICE’s measurements for the Programs and the applicable billing metrics (e.g., impressions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. SERVICE may, in its sole discretion, extend, revise or revoke credit at any time. SERVICE is not obligated to deliver any services in excess of any credit limit. If SERVICE does not deliver its service, then CLIENT’s sole remedy is to make a claim for advertising credits within the Claim Period, after which SERVICE will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CLIENT WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT SERVICE’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.

4.7. Disclaimers.
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND SERVICE PROPERTIES ARE PROVIDED “AS IS” AND AT CLIENT’S AND ADVERTISER’S OPTION AND RISK AND SERVICE DOES NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.

4.8. Limitation of Liability.
EXCEPT FOR SECTION 4.9 AND CLIENT’S BREACHES OF SECTIONS 4.3, 14.11 OR THE LAST SENTENCE OF SECTION 4.1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CLIENT’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY 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 SERVICE BY CLIENT UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

4.9. Indemnification.
CLIENT will defend, indemnify and hold harmless SERVICE from any third party claim or liability arising out of or related to Creative, Destinations, Services, Use and breach of these Terms by CLIENT. Partners are intended third party beneficiaries of this Section.

4.10. Term.
SERVICE may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at http://www.groovinads.com/. CLIENT should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) ads not cancelled under Section 4 and new ads may be run and reserved and (ii) continued Program Use is, in each case subject to SERVICE’s then standard terms and conditions for the Program available at http://www.groovinads.com/. SERVICE may suspend CLIENT’s ability to participate in the Programs at any time. In all cases, the running of any CLIENT ads after termination is in SERVICE’s sole discretion.

4.11. Miscellaneous.
(a) Nothing in these Terms will limit a party’s ability to seek equitable relief. (b) These Terms are the parties’ entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (c) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (d) All notices of termination or breach must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact). The email address for notices being sent to SERVICE’s Legal Department is info@groovinads.com. All other notices must be in writing and addressed to the other party’s primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (e) Except for modifications to these Terms by SERVICE under Section 4.10, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (f) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (g) Except as expressly listed in Section 4.9, there are no third-party beneficiaries to these Terms. (h) These Terms do not create any agency, partnership or joint venture among the parties. (i) Sections 1 (last sentence only) and 4.7 to 4.11 will survive termination of these Terms. (j) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

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