Date Last Updated: February 1, 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 MARIN DISPLAY SERVICES REFERENCING THESE DISPLAY TERMS AND ACCESSING OR USING THE DISPLAY SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE DATA SERVICES TERMS. IF YOU DO NOT AGREE TO THESE DATA SERVICES TERMS, PLEASE CONTACT YOUR ACCOUNT MANAGER AS SOON AS POSSIBLE AND DO NOT ACCESS OR USE THE DATA SERVICES TERMS.
1.1 “Cookie” means a text file that is set on a computer when the computer communicates with a server and is recovered by that server.
1.2 "Credentials" means the identification and password to the Data Services delivered to You by Marin Software.
1.3 “Data Services” is a component of the Dynamic Campaigns service provided by Marin Software which includes the provision of the Products Up cloud-computing solution accessible via web browser at the URL www.Products Up.com for individual product data management and distribution to product marketing channels.
1.4 "Pixel Tag"
2. YOU RESPONSIBILITIES
2.1 Pixel Tags.
Products Up will provide copies of Products Up Pixel Tags to You for installation by You on Your web pages for use in connection with the Data Services. You acknowledge and agrees that You must install Products Up Pixel Tags in order to access features and/or functionality of the Data Services for which the Products Up Pixel Tags are necessary.
2.2 Access to You Marketing Channels.
The Data Services process Your data and transmit such processed data to various online marketing channels (e.g. Google Shopping, eBay), with which the You maintain accounts. To facilitate the transmission of processed Subscriber Data from the Data Services to these online marketing channels, You will provide Your Credentials with each of its online marketing channels to Products Up.
3. LICENSE; RESTRICTIONS
3.1 License to Use the Data Services.
Marin Software hereby grants to You a non-exclusive, non-transferrable right, during the term of this Addendum, to (i) use the Data Services for Your internal business purpose solely for the purpose of product-data management, product-data manipulation and optimization and distribution to marketing channels and (ii) to install the Products Up Pixel Tags on Your applicable web pages for use in connection with the Data Services. Except as expressly licensed herein, these Data Services Terms and the Agreement does not transfer any Intellectual Property Rights in or to the Data Services to You.
You will not modify, create derivative works based upon, disassemble, decompile or reverse engineer the Data Services.
4. WARRANTY; DISCLAIMER
Notwithstanding anything to the contrary elsewhere in the Agreement, Marin Software’s sole warranty with regard to the Data Services is that the Data Services will perform in accordance with Products Up’s documentation for the Data Services, including but not limited to any online documentation.
EXCEPT AS EXPRESSLY SET FORTH IN THESE DATA SERVICES TERMS, MARIN SOFTWARE DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE DATA SERVICES, INLCUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR THE USAGE OF TRADE.
5. SERVICE LEVEL; TECHNICAL SUPPORT
5.1 Service Level.
Notwithstanding anything to the contrary elsewhere in the Agreement, service availability standards generally applicable to Marin Software’s Subscription Services do not apply to the Data Services.
5.2 Technical Support.
Marin Software will provide technical support for Your use of the Data Services consistent with the technical support generally applicable to Marin Software’s Subscription Services
6. TERM; TERMINATION; EFFECT OF EXPIRATION OR TERMINATION
The term of these Data Services Terms is described on the applicable Order Form.
Marin Software may terminate these Data Services Terms and the applicable Order Form upon written notice if Products Up rejects Marin Software’s order for the Data Services on Your behalf. You acknowledge that Products Up provides the Data Services pursuant to a reseller agreement between Marin Software and Products Up (the “Reseller Agreement”). Marin Software will notify You if the Reseller Agreement expires or is terminated. Your license to use the Data Services and the Products Up Pixel Tags and this Addendum will terminate effective upon the expiration or termination of the Reseller Agreement.
6.2 Effect of Expiration or Termination.
Promptly after the termination or expiration of this Addendum, You will cease all use of the Data Services and will remove all Products Up Pixel Tags from Your web pages.
Except as expressly modified in these Data Services Terms, these terms shall remain in full force and effect. In the event of any inconsistency between Data Services Terms and the Agreement (or its Addendums), these Data Services Terms shall control with respect to the subject matter described herein.