Date Last Updated: May 26, 2015
Marin Software Incorporated, a Delaware, USA corporation, with headquarters located at 123 Mission Street, 25th Floor, San Francisco, CA 94105 or Marin Software Limited, located at Block 2, Clanwilliam House, Lower Mount Street, Dublin 2, Ireland (“Marin Software”) provides the Marin Software Display Services through the Subscription Services accessible at http://app.marinsoftware.com (the “Site”).
YOU ACKNOWLEDGE AND AGREE THAT, EXECUTING AN ORDER FORM FOR THE SOCIAL SERVICES REFERENCING THESE SOCIAL TERMS AND ACCESSING OR USING THE SOCIAL SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE SOCIAL TERMS. IF YOU DO NOT AGREE TO THESE SOCIAL TERMS, PLEASE CONTACT YOUR ACCOUNT MANAGER AS SOON AS POSSIBLE AND DO NOT ACCESS OR USE THE SOCIAL TERMS.
Under these Social Terms, Marin Software’s subsidiary Social Moov will provide You access to Social Moov’s proprietary online software application, which facilitates the creation, exchange and management by users of advertising content and advertising campaigns on Facebook, and Twitter, together with the computer software, the data supplied with the software, and any associated media (“Social Services”). The Social Services interacts with Your advertising accounts and communicates via Facebook, and Twitter advertising API for broadcasting such advertising content and advertising campaigns created You.
1.1 Subject to the applicable Order Form and Your compliance with these Social Terms, Marin Software hereby grants to You a non-exclusive, non-transferable right to permit Your Authorized Users to use the Social Services and the Documentation during the applicable Term solely for Your internal business operations for the creation, exchange and management of advertising content and advertising campaigns.
2.1 You will not allow any login credentials to be used by more than one Authorized User unless it has been reassigned in its entirety to another Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Social Services and/or Documentation.
2.2 You will ensure that each Authorized User shall keep a secure username and password for its use of the Social Services and Documentation, that such password shall be changed regularly and that each Authorized User shall keep their password strictly confidential.
2.3 You and Your Authorized Users use the Social Services and the Documentation in accordance with the terms and conditions of these Social Terms and the Agreement.
2.4 You shall permit Marin Software and/or Social Moov to audit the Social Services in order to establish the username and password of an Authorized User (an “Audit”). An Audit may be conducted no more than once per quarter, at Marin Software’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Subscriber's normal conduct of business.
(a) If any Audit reveals that any password has been provided to any individual or company who is not an Authorized User, then without prejudice to the Marin Software’s other rights, Marin Software shall promptly disable such passwords and will not issue any new passwords to any such individual or company.
2.5 You and Your Authorized Users, shall not access, store, distribute or transmit any viruses, or any material during its use of the Social Services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or (vi) in a manner that is otherwise illegal or causes damage or injury to any person or property; and Marin Software reserves the right, without liability or prejudice to its other rights to You, to disable Your access to the Social Services if any material that breaches any of the provisions of this clause.
2.6 You and Your Authorized Users shall not: except as may be allowed by any applicable law and except to the extent expressly permitted under these Social Terms: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Social Services and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Social Services; or (iii) access all or any part of the Social Services and Documentation in order to build a product or service which competes with the Social Services; or (iv) subject any assignment rights under the Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Social Services and/or Documentation available to any third party except Your permitted Authorized Users, or attempt to obtain, or assist third parties in obtaining, access to the Social Services and/or Documentation, other than as provided under this Section 2; and
2.7 You shall use reasonable commercial efforts to prevent any unauthorized access to, or use of, the Social Services and/or the Documentation and, in the event of any such unauthorized access or use, notify Marin Software as soon as is practicably possible, and in any event, no later than 24 hours of becoming aware of such unauthorized access or usage.
2.8 Where You are in breach of this Section 2, or Marin Software reasonably believes there to has been a breach of the same, Marin Software reserves the right, without any liability to You, upon email notice, to immediately suspend the Social Services, and/or block Your access to the Social Services, for such period as is necessary for You to remedy such breach.
3.1 The parties shall:
(a) provide the each other with reasonably necessary co-operation in relation to the Social Services; and access to such information as may be reasonably required by the other party in order to provide the Social Services, this is including but not limited to providing Subscriber Data, security access information and configuration services;
(b) comply with Facebook, Twitter, or LinkedIn’s guidelines or applicable user policy or any such equivalent rules as are in force from time to time in the jurisdiction that You, or Your Authorized Users are using the Social Services or as imposed during the Term;
(c) obtain and maintain all necessary licenses, consents, and permissions necessary for Marin Software and Social Moov, its contractors and agents to perform their obligations under these Social Terms;
(d) You shall ensure that Your network and systems comply with the relevant specifications provided by Social Moov or Marin Software in writing in a timely manner from time to time;
(e) You shall proceed with and accept such updates or upgrades to the Social Services as provided by Social Moov or Marin Software from time to time;
(f) You shall be solely responsible for accessing the contents of Facebook, Twitter or LinkedIn, and for entering into any transactions on such via the Social Services; and You are solely responsible for procuring and maintaining Your network connections and telecommunications links from its systems to Social Services, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Your network connections or telecommunications links or caused by the internet.
4.1 You acknowledge that Facebook directly charges You for all costs relating to spread advertising via the Platform. You shall pay the Fees to Marin Software based on the amount of media purchased on Facebook by Your use of the Services, as set out in the applicable Order Form.
5. Third Party Providers.
6. Proprietary rights.
6.1 You acknowledge and agree that Marin Software and/or its licensors own all Intellectual Property Rights in the Social Services and the Documentation. Except as expressly stated herein, these Social Terms does not grant the You any rights to, or in the Intellectual Property Rights, or any other rights or licenses in respect of the Services or the Documentation.
6.2 Marin Software grants the right to You on a non-exclusive, worldwide basis to such extent as is necessary to enable You to make reasonable use of the Social Services. If this Social Terms is terminated, this license will automatically terminate.
6.3 You own all right, title and interest in and to the Subscriber Data and have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Subscriber Data entered into the Social Services.
7. Subscriber Data.
7.1 You acknowledge and agree that: (a) Marin Software and/or Social Moov may collect data concerning the use, content, performance or management of any advertising campaign conducted by You via the Social Services, including Subscriber Data used by the Social Services; and Marin Software and/or Social Moov may analyze data collected in accordance with these Social Terms in order to continue to develop, improve functionality and provide bug-fixes for the Social Services, and for use in the Marin Software and/or Social Moov’s marketing and sales activities subject to Section 7.2 below.
7.2 You hereby grants Marin Software and Social Moov a worldwide, irrevocable, non-exclusive, transferable, fully paid-up, and royalty-free license to aggregate, use, display, reproduce, distribute and analyze data identified in Section 7.1 on an anonymized basis in any format and through any applicable channels for the purposes detailed in Section 7.1 provided that:
(a) the rights in this Section does not grant Marin Software and/or Social Moov the right to use such data for any other commercial purpose without Your prior written consent; and
(b) any data so obtained shall not contain personally identifiable information of You or Your clients without the Your express written permission.
7.3 You agree that You will not input or transfer any data into the Social Services that are considered personally identifiable data under any law without providing written notice to Marin Software.
8. Term and Termination.
8.1 These Social Terms are effective so long as an applicable Order Form referencing these Social Terms is in effect, unless, these Social Terms or the Agreement is terminated as provided in accordance with any other applicable provision.
These definitions apply to these Social Terms.
9.2 “Documentation” means the online document(s) made available to You from time to time by Social Moov or Marin Software via the Social Moov website at www.socialmoov.com, or such other web address notified by the Social Moov to the Subscriber from time to time which sets out a description of the Social Services and the user instructions for the Social Services.
9.3 “Term” has the meaning given the applicable Order Form.