Self-Service Ad Platform Terms and Conditions

Self-Service Ad Platform Terms & Conditions

*Effective June 3, 2020 (see previous version)

These Self-Service Ad Platform Terms & Conditions (these “Ad Terms”) are part of the GunBroker.com User Agreement (“Agreement”), and are incorporated into the Agreement by reference.  In the case of any conflict between the Agreement and these Ad Terms, these Ad Terms shall govern.

These Ad Terms govern advertisements placed on the Site using the self-service advertising platform available on the Site (the “Ad Platform”). All capitalized terms used in these Ad Terms have the meaning given in the Agreement, and unless otherwise defined in these Ad Terms, the following terms have the following meanings:

“Ad” means an advertisement appearing on the Site created by a User through the self-service advertising functionality on the Site.

“Ad Campaign” means an advertising campaign created using the Service, containing optimized goals, targeting settings and advertising strategies.

“Ad Platform” is defined in the introduction to this Agreement.

“Ad Platform Licensor” means DanAds International AB, a company formed under the laws of Sweden, from whom we license the Ad Platform.

“Content” means materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (in whatever form or medium).

“Impression(s)” means an impression is when an Ad is fetched from a Presenting Site, and is countable. Whether the Ad is clicked upon is not taken into account. Each time an Ad is fetched, it is counted as one Impression.

“Order” means the order forms or written messages exchanged between the User and GunBroker.com, setting forth the details of the Ad Campaign, including number of Impressions and length of Ad Campaign.

“Post/Posting” means text, graphics, pictures and other Content that you post on the Site, including for Sellers, any of Seller’s Listings.

“Presenting Sites” means the websites on which the Ads appear, which will include the Site.

“Refund(s)” means amounts to be paid to the User in the event the Ad Campaign does not deliver the contracted-for number of Impressions.

“Service” means the service made available to Users of the Site for use of the Ad Platform.

 

1.The Service. The Ad Platform is an online self-service real time advertising application Ad Platform which allows the User to create Ads based on the User’s Content and to buy ad space on commercial websites through an automated process. The Ads and Content are published on the Site and other Presenting Sites through use of the Service. Use of the Service enables audience targeting, and interactive performance reporting with respect to Ad Campaigns on the terms in this Agreement. The User shall use the Ad Platform and Service in accordance with: (i) these Ad Terms, the Agreement, the terms of any Order, and any written instructions from GunBroker.com; (ii) the Site Rules and any other policies or terms incorporated into the Agreement; and (iii) all Applicable Laws. Subject to Section 5 below regarding Refunds, GunBroker.com reserves the right to modify, suspend, and/or discontinue the availability of the Ad Platform and/or Service in whole or in part, at any time, with or without notice to User. All new functionality, Features or services introduced to the Service will be subject to this Agreement. GunBroker.com will make reasonable efforts to keep the Service operational and fully functional during updates.

2.Orders. In the process of launching an Ad Campaign, GunBroker.com and User will agree on the target number of Impressions for the Ad Campaign in the applicable Order. Subject to the terms below regarding Refunds, the User acknowledges and agrees that the such target number of Impressions is an estimate and that GunBroker.com takes no responsibility that the target number will be achieved. The User is solely responsible for and liable for all access to and all actions and activities conducted under the User’s account in using the Ad Platform and Service. The User shall immediately inform GunBroker.com of any unauthorized use of its User account of which User becomes aware. GunBroker.com reserves the right to suspend any User’s use of the Ad Platform or terminate any User account under the Agreement if activities occur under such account which constitutes or may constitute a violation of these Ad Terms, the Agreement, the written instructions of GunBroker.com, or of any Applicable Laws.

3.Ad Platform Payment and Fees. User is required to prepay GunBroker.com the applicable fees set forth in the applicable Order (“Fees”) based on the Impressions for each Ad Campaign that User purchases in its Order for the Service. The Fees applicable to the Service shall be as set forth in written documentation provided to User by GunBroker.com or available on the Site (which may be updated from time to time in writing, including by posting new fee tables on the Site). User agrees to make payment of the Fees using a credit card or another payment gateway integrated into the Ad Platform. Either party may terminate any Order for cause if the other party is in material breach of its responsibilities under these Ad Terms and has failed to cure an alleged material breach within fifteen (15) days after receipt of written notice thereof, or, in the case of a termination by GunBroker.com, with immediate effect if User’s breach is incapable of being cured, as determined by GunBroker.com in its discretion. Except as expressly set forth herein, termination shall be without prejudice to any rights or remedies the terminating party has under Applicable Law.  com or Presenting Site reserves the right to directly limit the use of or access to the Service by User and to block, restrict or delete any Content at any time, for any reason and without liability, if such use, access or Content constitutes or may (i) constitute a violation of these Ad Terms or the Agreement, or (ii) present a risk of harm to the GunBroker.com Parties, the Site or Presenting Site, or their respective goodwill or reputation.

4.Notices. com may give notice by means of email to User’s e-mail address on record in User’s GunBroker.com account, or by written communication sent by first class mail or pre-paid post to User’s address on record in User’s GunBroker.com account.  User may give notice to GunBroker.com at any time by nationally recognized overnight delivery service or first class postage prepaid mail to GunBroker.com at P.O. Box 2511, Kennesaw, Georgia, 30156 (or such other address as may be set forth in an amended version of the Agreement on the Site). Any such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

5.Refunds and Limitation. com shall issue Refunds of Fees within 60 days of an Ad Campaign’s failure to deliver the contracted-for number of Impressions set forth in the Order.  Other than GunBroker.com’s obligation to issue a Refund as stated above, the User agrees that GunBroker.com, the Presenting Sites and the Third Party Services shall not be responsible for any claims, damages, liabilities, costs and fees (including reasonable legal fees) relating to lack of delivery or delay in delivering the Impressions in accordance with the terms of the applicable Order.  For the sake of clarity this includes any claims related to loss of business opportunities for the User.

6.Content and Intellectual Property.

a. Your Undertakings on Your Content. The Service includes functions for Posting and otherwise making Content available for other Users of the Site. The User warrants that it is either the owner of the Content or that it holds a valid permission to such Content from the applicable right holder or licensor, meaning that the use of the Content by GunBroker.com and the Presenting Sites as contemplated in this Agreement does not infringe a third party’s Intellectual Property, privacy, publicity or other rights legally enforceable under Applicable Law.

b. License to Us of Your Content. User grants GunBroker.com a limited, worldwide, non-exclusive, royalty-free license, for so long as User has a GunBroker.com account, to: (i) create derivative works from the Content in order to create the Ads; and (ii) distribute and display the Content and Ads, or any part of it, on the Presenting Sites.

c. Ownership by GunBroker.com. The Service, the Ad Platform and its original content, features, functionality and design elements (“Ad Platform IP”) are and will remain the exclusive Intellectual Property of GunBroker.com or the Ad Platform Licensor. The User’s use of the Ad Platform and the Service is limited to the rights granted to the User under these Ad Terms and the Agreement. The Ad Platform IP may not be used in connection with any third party product or service without GunBroker.com’s prior written consent. The Ad Platform and the Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any purpose inconsistent with the limited rights granted to the User under the Agreement.

d. Monitoring by Us. com provides Users with tools to place Ads on the Site as described in these Ad Terms. We have the right, but not the obligation, to monitor, edit, refuse to post, or remove any Ad from the Site, in our discretion.  Notwithstanding this right, we are not responsible for the Content of Ads posted by you or any other User.  Monitoring of Ads by us is not intended to verify the accuracy of the information contained therein and should not be relied upon by you for any purpose.

7.Warranties and Disclaimer. The following terms are applicable to the Ad Platform and the Service:

a. GunBroker.com represents and warrants that the Service will be performed in a professional and high-quality manner in accordance with applicable industry and professional standards for the types of services provided thereunder. In addition to the Refunds described in Section 6 above, termination of this Agreement shall be User’s sole remedy for the violation of the foregoing warranty.

b. No information obtained from GunBroker.com, the Ad Platform or the Service shall create any warranty if not expressly stated as such in these Ad Terms. GunBroker.com has no duty to examine, and does not take any responsibility with regard to the conformity with these Ad Terms or the Agreement of User’s Content or other information provided by the User.

c. Other than as expressly set forth in this Section 7, THE AD PLATFORM, SERVICES AND ADS are provided “AS IS” and “AS AVAILABLE” without warranty of any kind either express or implied, including, but not limited to; (i) the implied warranties of merchantability and fitness for a particular purpose; (ii) any implied warranty arising from course of performance, course of dealing, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy, whether in tort, contract, or otherwise. GunBroker.com does not warrant that the functions contained in the platfor will meet user’s requirements, that the operation of the Ad Platform or service will be uninterrupted or error-free, or that defects in the Ad Platform or service will be corrected.

8.Indemnification. In addition to the other indemnification obligations of User set forth in the Agreement, the User agree to indemnify, hold harmless and defend the GunBroker.com Parties harmless with respect to all third party Losses arising out of or related to: (i) the User’s negligence or more culpable acts, (ii) the User’s breach of these Ad Terms, or (iii) the User’s misuse of the Service or Ad Platform.  As used in this Section, “third party” includes the Third Party Services, Presenting Sites, Ad Platform Licensor and other users of the Ad Platform, as well as any governmental authorities.