Business Service Terms
Last modified January 27, 2018
Arbitration Notice: You are bound by the Arbitration provision that appears later in these Business Services Terms.
These Business Services Terms form a legally binding contract between you and Thundersnow Ltd (Bloc). These Business Services Terms govern the use of Bloc’s self-serve business products and services (the “Business Services”). The Business Services are “Services” as defined in the Bloc Terms of Service. Business agrees, on behalf of itself and each advertising client or other entity for which Business accesses the Business Services (each, an “Advertiser”), to be bound by these Business Services Terms.
You agree that the terms “you” and “your,” as used throughout these Business Services Terms, mean Business and each Advertiser. If Business is acting as principal at law with respect to an Advertiser in relation to the Business Services, then “you” and your” mean Business, Business will procure that Advertiser complies with any obligations ascribed to Advertiser under these Business Services Terms, and Business will remain primarily liable for any obligations ascribed to Advertiser under these Business Services Terms.
To use the Business Services, Business must create an account for itself (the “Business Account”). If required by Applicable Law or requested by Bloc, Business will provide to Bloc, via the Business Services or as otherwise requested by Bloc, the email or physical address of each Advertiser (“Venue”). Business must create at least one billing center (“Billing Center”) to which Bloc will send invoices for purchases made through the Business Services. Business agrees that Bloc may send any invoices to an Advertiser directly, including if Bloc is required by Applicable Law to send the invoice to the Advertiser. For purposes of these Business Services Terms, “Applicable Law” means applicable laws, statutes, ordinances, rules, public order rules, and regulations of any jurisdiction.
a) Member Authorization. Business must identify which persons are authorized by Business to use the Business Account and on Business’s or Advertiser’s behalf (each, a “Member”). Business agrees to provide Bloc the name, unique email address, authorized level of access, and any other information reasonably requested by Bloc for each Member, and to update such information as necessary. Business is responsible for all acts and omissions of each Member in connection with the Business Services.
b) Authorized Access. Business acknowledges and agrees that each Member will have continued access to the applicable Business Account at the access level authorized by Business via the Business Services unless Bloc restricts or revokes such access. Bloc will make commercially reasonable endeavours to restrict or revoke a Member’s access to the Business Account, as applicable, within one business day of receiving a request to do so from Business. Bloc may also restrict a Member’s access to the Business Account for any reason in Bloc’s sole discretion and will give Business reasonable notice of the restriction. Neither Bloc nor their affiliates are liable to Business, any Advertiser, or any Member for Bloc’s acts or failure to act in adding, restricting, or revoking a Member’s access to the Business Account.
c) Unauthorized Access. Business is responsible for (i) ensuring that each Member maintains the confidentiality of his or her username, account, and password; (ii) ensuring that no Member shares access to the Business Account; and (iii) all acts or omissions that occur under the Business Account. Business agrees to use commercially reasonable endeavours to prevent unauthorized third parties from accessing the Business Account and to immediately notify Bloc if a Member’s account or password is compromised or any unauthorized use or access occurs. Business will employ best practices to protect the privacy and confidentiality of, and legal rights related to, any data collected, stored, processed, accessed, or transmitted by or using any Business Services relating to the Business Account.
d) Reporting. You acknowledge and agree that, through the Business Services and per the permissions granted by Business as described in these Business Services Terms, a Member may be able to access campaign reporting for purchases by or for you from Bloc or its affiliate via the Business Services or through other channels. Where Bloc is required by Applicable Law to send reporting to Advertiser directly, it will make commercially reasonable efforts to comply with those requirements.
e) Communications to Members. You acknowledge and agree that Bloc and their affiliates may send you and each Member electronic notifications to the contact information you or a Member provides through the Business Services.
3. Payments and Credit Check
Payments for orders via the Business Services are governed by the Payment Terms. You authorize Bloc and its affiliates to obtain credit report(s) on you from one or more credit bureaus. Bloc may extend, revise, or revoke credit to you at any time in its sole discretion.
4. Additional Terms for Specific Business Services
Specific Business Services may be governed by additional terms and Policies. Those terms and Policies will be made available to you prior to your use of those specific Business Services and are incorporated by reference into these Business Services Terms if you use those Business Services. If any part of the additional terms or Policies conflict with these Business Services Terms, the additional terms and Policies will prevail with respect to the specific Business Service.
You will not (a) interfere or attempt to interfere with the proper working of the Business Services, any website, mobile application, or other media platform owned, operated, or controlled by Bloc or their affiliates (“Platform”), or any other Bloc system; (b) use or combine the Business Services with software offered under an open source license that creates obligations with respect to the Business Services or any Bloc system contrary to these Business Services Terms, or purports to grant to any third party any rights to, or immunities under, the intellectual property or proprietary rights of Bloc or their affiliates, in the Business Services; (c) gather, access, or otherwise process any personal data (as defined in EC Directives 1995/46/EC and 2002/58/EC and EC Regulation 2016/679 (when in force) and all relevant laws implementing or supplementing the same, including elements which are incorporated into or governed by national law, each as amended, extended or re-enacted from time to time) via the Platform or any other Bloc system for any purpose without the prior written consent of Bloc; (d) transmit into any Bloc system any ‘back door,’ ‘time bomb,’ ‘Trojan Horse,’ ‘worm,’ ‘drop dead device,’ ‘virus,’ ‘spyware,’ or ‘malware;’ or any computer code or software routine, which permits unauthorized access to, disables, damages, erases, disrupts, or impairs the normal operation of, or use of any Bloc system, or any component thereof; (e) sell, rent, lease, sublicense, syndicate, or lend the Business Services; (f) modify, reverse engineer, decompile, or otherwise alter the Business Services; (g) except with respect to automated means made available by Bloc or as authorized by Bloc in writing, use any automated means to access or manage your use of the Business Services, including accessing, monitoring, scraping, or copying any Bloc system, or any portions thereof, whether through the use of robots, scripts, spiders, or otherwise; (h) use or publicly display anything created via the Business Services other than on the Platform; or (i) resell Business Services unless expressly permitted in writing by Bloc. For purposes of these Business Services Terms, an “identified or identifiable natural person” is a person who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to that person’s physical, physiological, mental, economic, cultural, or social identity.
You acknowledge and agree that Bloc and their affiliates own all rights in the Business Services and in any tools made available to you via the Business Services.
6. Representations and Warranties
You represent and warrant (a) that neither you, any Member, nor any of your affiliated companies, are included on any of the restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in the countries where you operate – for example, the U.S. Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the UK and EU consolidated lists of persons and entities subject to financial sanctions targets; (b) that you are not owned or controlled by such a restricted party; (c) that you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above; (d) you have the full power and rights to perform your obligations under these Business Services Terms; (e) you will comply with Applicable Law and these Business Services Terms in your performance under these Business Services Terms; (f) you are an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organisation; and (g) all information provided by you via the Business Services is complete and accurate in all material respects.
Business further represents and warrants that (a) each Member may access and utilize the Business Services under the Business Account and any Ad Account, and may bind Business and Advertiser(s) via the Business Services; and (b) if Business is acting as legal agent on behalf of Advertiser, (i) Business is authorized to, and will, bind each Advertiser to these Business Services Terms; and (ii) all of Business’s actions in connection with these Business Services Terms are and will be within the scope of the agency relationship between Business and each Advertiser.
You agree, to the extent permitted by Applicable Law, to indemnify, defend, and hold harmless Bloc and their affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to: (a) your actual or alleged breach of these Business Services Terms; (b) your use of products or services provided by a third party in connection with the Business Services, even if recommended or approved by Bloc; (c) any fraud or misrepresentation by you in connection with the Business Services; and (d) your gross negligence or willful misconduct in connection with the Business Services.
Business agrees, to the extent permitted by Applicable Law, to indemnify, defend, and hold harmless Bloc and their affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to each Member’s actions in connection with the Business Services.
Bloc will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. Bloc will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without Bloc’s prior written consent, which Bloc may provide in its sole discretion. Bloc may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.
Except as permitted by Bloc in the Policies, you will not make any public statements (a) regarding the substance of these Business Services Terms; or (b) using Bloc’s or their affiliates’ name, logos, trademarks, or other intellectual property, or any campaign-related information provided to you buy Bloc. In the event such use is permitted in the Policies, such use will be solely for Bloc’s benefit and will be revocable at any time in Bloc’s sole discretion.
Bloc and Business may terminate these Business Services Terms immediately upon notice to the other party. The Introduction and Sections 2-20 will survive termination of these Business Services Terms, and for any Business Services that continue following notice of termination, these Business Services Terms will remain in effect until the Business Services end.
Bloc will make commercially reasonable endeavours to restrict or revoke each Member’s access to the Business Account within one business day following the effective date of termination of these Business Services Terms.
10. Governing Law and Disputes
These Business Services Terms are governed by the Bloc Terms of Service.
The Arbitration provision of the Bloc Terms of Service applies to your use of the Business Services.
11. Limitation of Liability
Nothing in these Business Services Terms shall exclude or in any way limit a party’s liability for fraud, death, or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.
When permitted by Applicable Law, Bloc and their affiliates, directors, officers, stockholders, employees, licensors, and agents, will not be liable for any indirect, incidental, special, consequential, punitive, or multiple damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses: (a) resulting from your use of the Business Services or inability to use the Business Services; (b) resulting from your access to or inability to access the Business Services; (c) resulting from your use of products or services provided by a third party in connection with the Business Services, even if recommended or approved by Bloc; or (d) relating to these Business Services Terms, even if Bloc has been advised of the possibility of such damages. In no event will Bloc or their affiliates’ aggregate liability for all claims relating to the Business Services exceed the greater of (a) £500 GBP; or (b) the amount you paid Bloc in the 3 months preceding the date of the activity giving rise to the claim for the specific Ad Account under which the claim arose.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this section may not apply to you.
Your use of products or services provided by a third party in connection with the Business Services is at your own risk and is subject to the third party’s terms. Neither Bloc nor their affiliates are liable for any direct damages, nor any of the other damages or losses listed in this Section 11, incurred by you as a result of your use of products or services provided by a third party.
Notices under these Business Terms must be in writing and sent to a) Bloc, at [email protected] or Thundersnow Limited, 16A Halford Road, London, SW61JT, United Kingdom and (b) if to you, at the email address or street address you have provided via the Business Services, or by posting on the Business Services. Notices will be deemed given upon personal delivery, upon delivery if by mail, upon valid transmission through email, or 24 hours after the time the notice is posted to the Business Services.
13. No Agency
These Business Services Terms do not establish any agency, partnership, or joint venture between you and Bloc.
14. Attorneys’ Fees
In any action arising out of or relating to these Business Services Terms or the Business Services, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.
References to a Section include all its subsections. The Section headings are for convenience only and will not affect how these Business Services Terms are construed. Unless these Business Services Terms refer specifically to “business days,” all references to “days” mean calendar days. The words “include,” “includes,” and “including” mean “including without limitation.”
17. Force Majeure
Other than your payment obligations under these Business Services Terms, neither you nor Bloc will be responsible for any failure or delay in performance under these Business Services Terms to the extent caused by any event beyond such party’s reasonable control.
Except as otherwise set forth in these Business Services Terms or unless expressly agreed in writing by Bloc, nothing contained in any purchase order, insertion order, or other agreement will in any way modify, supersede, or add any additional terms or conditions to these Business Services Terms.
You and Bloc confirm that it is their wish that these Business Services Terms, as well as related documents, including all notices, be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention, de même que tous les documents, y compris tout avis, qui s’y rattachent, soient rédigés en langue anglaise.
Bloc may assign these Business Services Terms, including all rights and obligations under these Business Services Terms, to Bloc or any of their affiliates.