is a Dynamic Creative Optimization service, that shows the right offer to each user. The advertisers provide us with their offers, and we integrate them in different banner formats.
Each time an impression is generated for one of this banners, our decision engine chooses the most suitable offers to display in the banners, according to the most effective segmentation methods. These methods are: Contextual Segmentation, Geo-location Segmentation, Behavioral Segmentation, Re-targeting among others.
These banners are able to boost the results of the ads campaigns, maximizing clicks and conversions.
1. Definitions and Concepts for GroovinAds
2. GroovinAds Functional Description
- SUPPLIER: Econventure S.A.
- SERVICE: GroovinAds
- CLIENT: Customer
- ADVERTISER: Customer or Customer's Client.
- ADNETWORK: Network where Customer's banners will be displayed.
- TAG: HTML code used by the SERVICE to show ADVERTISER's banners.
- USER: Internet user that browses the ADNETWORK's site.
- PIXEL: tracing Pixel with which the ADVERTISER's site conversions will be measured.
It is known as SERVICE
the system which, through different algorithms and calculations, generates ads based on ADVERTISER
's available product stock or offers, in real-time, according to the USER
behavior, the context in which the TAG
is served, the USER
's geolocation, the TAG
's performance indicators, and other optimization concepts.
3. GroovinAds Technical Description
with the detail of their offers, available in a file, through a periodic interface or a web service provided by CLIENT
. Service provides a TAG
for the different formats to CLIENT
introduces the obtained TAG
, in the different advertising spaces that they wishes to optimize, in the ADNETWORK
When the USER
accesses the site where ADVERTISER
's ads are displayed, the web browser interprets the TAG
contained in the site, and shoots a web request to SERVICE
, who in turn delivers the ads that will be displayed in the page. If the USER
clicks one of the TAGS
and then generates a conversion in ADVERTISER
's site, he will be exposed to a PIXEL
uses this PIXEL
to track the results of CLIENT
's campaign and to optimize SERVICE
based on results.
4. Terms and Conditions
Terms and Conditions are entered into by SUPPLIER
and the CLIENT
executing these Terms or that accepts these Terms electronically. These Terms govern CLIENT
's participation in SERVICE
's services (i) that are accessible through the account(s) given to CLIENT
in connection with these Terms or (ii) that reference or are referenced by these Terms. In consideration of the foregoing, the parties agree as follows:
4.1 Programs. CLIENT
to create CLIENT
's advertising materials and related technology. CLIENT
is solely responsible for all: (i) Creative, (ii) Ad targeting decisions (e.g., segmentation), (iii) Properties to which Creative directs viewers (e.g., landing pages) along with the related URLs and redirects and (iv) services and products advertised on Destinations. The Program is an advertising platform on which CLIENT
to use automated tools to format Ads. SERVICE
may modify or cancel Programs at any time. CLIENT
acknowledges that SERVICE
may participate in Program auctions in support of its own services and products.
4.2 Policies. CLIENT
is solely responsible for its use of the Programs (e.g., access to and use of Program accounts and safeguarding usernames and passwords). Program Use is subject to applicable SERVICE
policies made available to CLIENT
. In connection with the Program, SERVICE
will comply with the SERVICE
to modify Ads. CLIENT
will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for Programs where they are required to be disclosed or (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect SERVICE
advertising related information from any Property except as expressly permitted by SERVICE
. Customer will direct communications regarding Ads on Partner Properties under these Terms only to SERVICE
4.3 Ad Serving. CLIENT
will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any Program security measure.
4.4 Service Cancellation.
Either party may cancel the SERVICE
services at any time, except if there is an IO specifying differently. If CLIENT
services before a commitment date, then CLIENT
is responsible for any cancellation fees communicated by SERVICE
(if any). Cancelled Services will generally cease serving as described in a Policy or IO, and CLIENT
remains obligated to pay all charges resulting from SERVICE
will not be bound by a CLIENT
4.5 Warranty and Rights. CLIENT
warrants that (a) it holds, and hereby grants SERVICE
the rights in Creative, Destinations and Targets for SERVICE
to operate the Programs and (b) all information and authorizations provided by CLIENT
are complete, correct and current. CLIENT
to automate retrieval and analysis of Destinations for the purposes of the Programs. CLIENT
warrants that it is authorized to act on behalf of, and has bound to these Terms, third parties, if any, for which CLIENT
advertises in connection with these Terms. If for any reason CLIENT
has not bound an ADVERTISER
to these Terms, CLIENT
will be liable for performing any obligation that the ADVERTISER
would have if it had been bound to these Terms. CLIENT
will provide ADVERTISER
with reporting data as frequently as existing reporting from CLIENT
, but no less than on a monthly basis, that discloses absolute dollars spent on SERVICE
and performance (at a minimum cost, and impressions of users on the account of that ADVERTISER
) in a reasonably prominent location. SERVICE
may, upon request of an ADVERTISER
, share ADVERTISER
-specific information with ADVERTISER
. If CLIENT
is using a Program on its own behalf to advertise and not on behalf of an ADVERTISER
, for that use CLIENT
will be deemed to be both CLIENT
4.6 Payment. CLIENT
will pay all charges incurred in connection with the Program, in immediately available funds or as otherwise approved by SERVICE
, within a commercially reasonable time period specified by SERVICE
(e.g., in the Program user interface or IO). If it is not otherwise specified in the IO, (A) The user grants ALLPAGO SERVIÇOS DE PAGAMENTO E COBRANÇA LTDA. the rights to close the FX contract and to remit the funds relating to payments executed via boleto bancario, credit cards or PAYPAL. (B) Allpago acts on behalf of the user and does not account for collecting taxes, which might originate in relation to this operation. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. CLIENT
will pay (i) all taxes and other government charges and (ii) reasonable expenses and attorneys' fees SERVICE
incurs in collecting late payments. Charges are solely based on SERVICE's measurements for the Programs and the applicable billing metrics (e.g., impressions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. SERVICE
may, in its sole discretion, extend, revise or revoke credit at any time. SERVICE
is not obligated to deliver any services in excess of any credit limit. If SERVICE
does not deliver its service, then CLIENT
's sole remedy is to make a claim for advertising credits within the Claim Period, after which SERVICE
will issue the credits following claim validation which must be used by the Use By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ADVERTISER AND CLIENT WAIVE ALL CLAIMS RELATING TO ANY PROGRAM CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT SERVICE'S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE BY DATE.
EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAMS AND SERVICE PROPERTIES ARE PROVIDED "AS IS" AND AT CLIENT'S AND ADVERTISER'S OPTION AND RISK AND SERVICE DOES NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS.
4.8 Limitation of Liability.
EXCEPT FOR SECTION 4.9 AND CLIENT'S BREACHES OF SECTIONS 4.3, 14.11 OR THE LAST SENTENCE OF SECTION 4.1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CLIENT'S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO SERVICE BY CLIENT UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
9 Indemnification. CLIENT
will defend, indemnify and hold harmless SERVICE
from any third party claim or liability arising out of or related to Creative, Destinations, Services, Use and breach of these Terms by CLIENT
. Partners are intended third party beneficiaries of this Section.
10 Term. SERVICE
may add to, delete from or modify these Terms at any time without liability. The modified Terms will be posted at http://www.groovinads.com/terms-and-conditions/ . CLIENT
should look at these Terms regularly. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes specific to new functionality or changes made for legal reasons will be effective immediately upon notice. Either party may terminate these Terms at any time with notice to the other party, but (i) ads not cancelled under Section 4 and new ads may be run and reserved and (ii) continued Program Use is, in each case subject to SERVICE
's then standard terms and conditions for the Program available at http://www.groovinads.com/terms-and-conditions/ . SERVICE
may suspend CLIENT
's ability to participate in the Programs at any time. In all cases, the running of any CLIENT
ads after termination is in SERVICE
's sole discretion.
(a) Nothing in these Terms will limit a party's ability to seek equitable relief. (b) These Terms are the parties' entire agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (c) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). (d) All notices of termination or breach must be in writing and addressed to the other party's Legal Department (or if it is not known if the other party has a Legal Department then to the other party's primary contact). The email address for notices being sent to SERVICE
's Legal Department is email@example.com. All other notices must be in writing and addressed to the other party's primary contact. Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (e) Except for modifications to these Terms by SERVICE
under Section 4.10, all amendments must be agreed to by both parties and expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, the balance of the Terms will remain in full force and effect. (f) Neither party may assign any part of these Terms without the written consent of the other party, except to an affiliate but only where (I) the assignee agrees in writing to be bound by these Terms, (II) the assigning party remains liable for obligations under these Terms if the assignee defaults on them, and (III) the assigning party has notified the other party of the assignment. Any other attempt to transfer or assign is void. (g) Except as expressly listed in Section 4.9, there are no third-party beneficiaries to these Terms. (h) These Terms do not create any agency, partnership or joint venture among the parties. (i) Sections 1 (last sentence only) and 4.7 to 4.11 will survive termination of these Terms. (j) Except for payment obligations, no party or its affiliates is liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
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