Terms & Conditions
Zefr, Inc. (“Zefr”) is offering you the opportunity to access and use Zefr’s proprietary software tools (“Suite”) which will allow you to view Zefr’s qualified inventory and build a plan for use in a media activation. When we use the term “Suite” in these Terms, we mean the tools, including the Software, services, features, content, and applications, that ZEFR has developed for use in conjunction with Google Ads (“GA”) and Google Display & Video 360 (“DV360”).
Terms & Conditions
- “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
- “Purpose” means accessing and using Suite, providing feedback to Zefr on the usability and helpfulness of Suite, and preparing application(s) or product(s) to utilize Suite.
- “Software” means Zefr’s proprietary computer software (which may include components governed by open source licenses) including but not limited to code underlying and/or related to Suite and including any Chrome extension or application developed or managed by Zefr for use in conjunction with Suite.
- “YouTube” means the website and functionality found at http://www.YouTube.com and YouTube, LLC, a Google, Inc. company.
- You agree to make payment for Suite upon the terms and conditions set forth in the sign-up web page or other document provided by Zefr and used to sign up for Suite.
- You authorize Zefr to charge any credit card, debit card, or other payment method you provide for payment purposes, including recurring charges using any such method. If your payment method fails for any reason, you agree to pay us using another method reasonably acceptable to us and to reimburse us for any attorneys’ fees and other costs reasonably incurred by us to collect any payment not made timely.
- License Grant. Subject to the terms and conditions herein, including without limitation the restrictions set forth in Section 3.2, Zefr grants to you, and you agree to comply with the terms of, a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to use Suite solely for the Purpose and solely during the Term.
Restrictions. You will not, and will not allow others to:
- make publicly available any application or product that utilizes Suite;
- adapt, alter, modify, decompile, translate, disassemble, disable, or reverse engineer any ZEFR Software;
- copy or otherwise reproduce any ZEFR Software;
- create any derivative works of any ZEFR Software or any component thereof;
- remove, obscure, or alter any proprietary notices on or in any content uploaded to YouTube;
- use any of ZEFR's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, unless otherwise agreed in writing by ZEFR;
- provide any third party with access to Suite without first receiving the written consent of ZEFR;
- expose Suite or any components thereof to any third party, other than in as expressly provided by these Terms;
- re-use the data obtained or accessed via the Zefr Software for any business purpose or campaign outside the campaigns launched using the Zefr Software;
- violate ZEFR’s technical protocols or any other technical requirements or specifications applicable to Suite; or
- copy, disclose, make comments about, discuss, or otherwise communicate any information accessed through the Website, related to Suite, except to Zefr or as permissible pursuant to the terms in Section 6 (Confidentiality).
- Contractors. You will not allow access to Suite to any third party without Zefr’s prior written consent, provided, however, that you may use contractors in connection with utilizing Suite, provided that such contractors have signed an agreement in which contractor agrees to (i) comply with these Terms, including without limitation, complying with the restrictions set forth in Section 3.2, and (ii) confidentiality provisions substantially similar to those set forth herein and that are as protective of Zefr as the terms and conditions herein. Your use of any contractors will not relieve you of any of its obligations under these Terms and you will be responsible for any breach of your obligations under these Terms by any such contractors. You will use commercially reasonable efforts to prevent inadvertent unauthorized access to Suite.
Proprietary Rights; PR.
- Proprietary Rights. Except as expressly set forth herein, these Terms do not grant either party any rights, implied or otherwise, to the other’s Intellectual Property Rights. As between the parties, Zefr retains all title, ownership and Intellectual Property Rights in Suite. Suite is protected by copyright and other intellectual property laws and by international treaties. Intellectual Property Rights in and to the content accessed through Suite are the property of the applicable content owner and may be protected by applicable laws. Notwithstanding the foregoing, if in the course of your use of Suite you provide feedback, suggestions, and other input relating to Suite (“Feedback”), you grant Zefr an unrestricted, royalty-free, fully-assignable, and perpetual license to use such Feedback for any purpose whatsoever, regardless of the format or medium in which the Feedback is provided.
- Public Relations. Neither party may make any public statement regarding the provision of Suite to you without the other’s prior written approval.
User Information. You agree that you will not collect, copy, review or otherwise make any use of any user information accessible via Suite during the Term.
Zefr may use usage information generated by the use of Suite for purposes of improving the Software and other general business purposes. Zefr uses analytics programs, such as Google Analytics, for this purpose, and you consent to the collection and use of such information, insofar as it is not relatable to any particular user.
- Any information that Zefr provides under these Terms, in addition to any information you access via Suite during the Term, is confidential. As an exception, the following information is not considered confidential: (i) information that you knew before receiving it from Zefr, (ii) public information, or (iii) information that was lawfully disclosed to you by a third party without obligation of confidentiality. You must immediately tell Zefr if you are legally required to disclose confidential information.
- You must keep all of Zefr’s confidential information secret and use it only for the Purpose.
Third Party Services. Suite may permit you to use or link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to Suite. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under Zefr’s control, and you acknowledge that Zefr is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply Zefr’s endorsement or any association between Zefr and their operators. You further acknowledge and agree that Zefr shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services.
Term; Returns; Termination.
- Term. The Term of this agreement shall begin on the Effective Date and continue until either (1) you notify us of termination or (2) Zefr notifies you of termination pursuant to Section 7.2 below and terminates your account. Upon termination, you must immediately stop all use of Suite provided pursuant to these Terms.
- Termination. ZEFR may terminate these Terms and your ability to access Suite at any time and for any reason, provided that it gives you at least thirty (30) days’ notice. You acknowledge that if ZEFR terminates these Terms and your access to Suite, you shall have no claim whatsoever based on termination of these Terms or your access to Suite. Upon termination, you acknowledge that you will no longer have access to any information obtained from a Google Ads account managed by Zefr. You will be solely responsible to retrieve any information in Suite during the period between notice of termination and termination.
- Survival. Sections 1, 3.2, 4, and 6 through 12, as well as any other provisions that by their nature appear to have been intended to survive, will survive any termination or expiration of these Terms.
Limitation of Liability.
- Indemnification. You agree to hold harmless and indemnify ZEFR, its employees, agents, and representatives, from and against any third-party claim related to your use of Suite or other activities under these Terms.
- Limitation on Indirect Liability. ZEFR, ITS AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE UNDER THESE TERMS OR RELATED TO THE RELATIONSHIP BETWEEN THE PARTIES FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF IT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. YOU ACKNOWLEDGE THAT ZEFR MAKES NO GUARANTEE THAT YOUR ADS WILL NOT TEMPORARILY RUN ON A VIDEO THAT YOU CONSIDER “NON-BRAND SAFE.” IN THAT EVENT, WE WILL TAKE IMMEDIATE ACTION TO REMOVE YOUR AD, BUT YOU WILL HAVE NO CLAIMS AGAINST ZEFR BASED ON THE TEMPORARY PLACEMENT.
- Limitation on Amount of Liability. ZEFR, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE HELD LIABLE UNDER THESE TERMS OR RELATED TO THE RELATIONSHIP BETWEEN THE PARTIES FOR MORE THAN ONE HUNDRED DOLLARS.
Disclaimer for the Product. YOU AND ZEFR EACH UNDERSTAND AND AGREE THAT SUITE IS PROVIDED “AS IS” AND “AS AVILABLE,” AND THAT ANY USE THEREOF WILL BE AT YOUR OR COMPANY’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZEFR DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. ZEFR DOES NOT WARRANT THAT THE USE OF ANY API CONNECTED WITH SUITE WILL BE ERROR-FREE OR UNINTERRUPTED.
- Notices. All notices must be in writing and addressed to the attention of the other party’s legal or primary point of contact. Notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or mail; or (b) when verified by automated receipt or electronic logs if sent by facsimile or email.
- Assignment. Neither party may assign or transfer any part of these Terms without the written consent of the other party; provided that Zefr may assign these Terms in connection with the sale, merger, or acquisition of Zefr or all or substantially all Zefr’s assets.
- Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
- No Agency. The parties are independent contractors, and these Terms do not create an agency, partnership or joint venture.
- No Waiver. Failure to enforce any provision of these Terms will not constitute a waiver.
- Severability. If any provision of these Terms is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
- No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
- Equitable Relief. Nothing in these Terms will limit either party’s ability to seek equitable relief.
- Governing Law. These Terms are governed by California law, excluding California’s choice of law rules. FOR ANY DISPUTE RELATING TO THESE TERMS, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN LOS ANGELES COUNTY, CALIFORNIA.
- Amendments. Any amendment to these Terms by ZEFR will be communicated to you in writing and your continued use of Suite will be deemed as acceptance of such amendment. You may not amend these Terms except in a writing signed by both parties.
- Entire Agreement. These Terms are the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject.
- Counterparts. The parties may execute these Terms in counterparts, including facsimile, PDF, and other electronic copies, which taken together will constitute one instrument.