Terms Of Use & End User License Agreement
This is a binding agreement; please read it carefully.
Last Updated: October 5, 2018
This Terms of Use and End User License Agreement (also referred to as "Terms of Use" or "EULA") set forth the terms under which Adrack (also "Adrack," "Company," "Party," "We," and/or "Our") makes its website www.adrack.com, http://push.adrack.com (also "Site") and features, products and services in connection with the Site(s) (collectively the "Services") available to you ("You," "Licensee," and/or Party). The Services are intended for use within your applications ("Apps") and websites (jointly the "Properties") in order to send, optimize and manage push notifications to users of your Properties ("Users").
1.Authorized Use
Use of this Site constitutes acknowledgement that You have read, understand, and are in agreement with the Company’s Terms of Use. Please read these Terms of Use in full before using this Site. If You do not agree with Adrack’s Terms of Use, do not continue to use this Site or seek its Services. By using the Site, You represent that You are of the legal age of consent with legal capability to enter into contract with Company under the laws of the United States, the laws of the jurisdiction in which You use the Site or the Services, or any other applicable jurisdiction. You may not access the Services or use this Site if You are a competitor or provide the same of similar Services as the Site, except with Our prior written consent.
2.License to the Services
Subject to Licensee’s compliance with these Terms of Use, the Company grants Licensee a limited, worldwide, royalty-free, term-limited, non-transferrable, and non-exclusive license to use the Company’s Services within its Properties, in order to send, optimize and manage push notifications to users of its Properties, and to use other related functionality provided within the Properties intended for its use.
3.Registration
To use the Services, You may have to register, create an account, and provide your name, valid email address, phone number, and other details. Please see our Privacy Policy which describes how we collect, use, and share your information.
4.Trial Offer for 14-Day Period
The Company offers a free 14-day trial of its Services (the "Trial Period"). During the Trial Period, You will be able to access the majority the features of the Professional Plan, with minor limitations. Once your Trial Period ends, You will have the option to either pay to continue to use the Services under the Professional Plan, or downgrade to the Free Plan. Please note, under the Free Plan, you will be subject to more limitations and will not be able to access the full range of Services Adrack provides. You acknowledge that during the Trial Period, You understand and agree that You are bound by these Terms of Use. You may not access the Services or use this Site if You are a competitor or provide the same of similar Services as the Site, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
Any data You enter into the Services, and any customizations made to the Services by or for You, during your 14-day free trial will be permanently lost unless You upgrade your subscription to one of our plans, which are available at http://push.adrack.com/Pricing.aspx.
5.Payment & Fees
5.1Financial Transactions
You may have an account without paying to participate in certain features or services of the Site or the Services. However, this Company may charge subscription or other fees to access certain Services. You acknowledge and agree that Company is authorized, but not required, to act on payment instructions received from anyone using your account. You authorize Company to: a) initiate debits or charges against your financial account or credit or debit card periodically for the amount then due for purchases made; and b) initiate any other debits or charges authorized by You or anyone using the Company account registered to You. All payments must be made in U.S. Dollars from a U.S. bank or via alternative payment methods made available by Company. You acknowledge that transactions may be facilitated by a third-party payment processor (the "Processor"), and agree that Company may share your information, including information about your financial accounts, with the Processor for this purpose. You acknowledge that Company is not responsible for the information collection, usage and disclosure practices of any Processor.

5.2Fees
The fees, as set forth in your account upon choosing one of our plans, shall be effective for the entire term of this EULA. However, the Company reserves the right to revise its fees and pricing structure at any time in its sole discretion without prior notice to you. In the event that You do not agree with such fee revision, You shall have the right to terminate this EULA upon thirty (30) days written notice.

5.3Billing & Refund
Depending on your type of subscription, the Company will bill You on a monthly, annually or other mutually agreed upon basis for all recurring fees. One‐time fees, including late payment fees, invoice processing fees, and returned check fees may occur at any time. No refunds or adjustment shall be issued for one‐time fees. For recurring fees, no refund or adjustment for plan downgrades, upgrades or elimination of plan features within the current billing term shall be issued. Invoices/payments are irrevocably deemed final and accepted by You unless disputed or sought clarification within thirty (30) days from the date of issue. You will at all times provide and keep current and up‐to‐date your contact, credit card, if applicable, and billing information in your account.
6.Ownership & IP Rights
The Site and the Services belong solely and exclusively to the Company. Your use of the Site or any of the Services does not confer any title, ownership, or interest in the Site, the Services, any information and content that You access on or through the Site or the Services, or any intellectual property rights and proprietary rights to any of them (including without limitation any rights based in trademark, copyright, patent or trade secret law). Nothing contained on the Site or the Services should be understood as granting You a license to use any of the trademarks, service marks, or logos owned by Company or any licensor of Company. Company may use the name and logo of Licensee to designate Licensee as a client for marketing purposes (e.g. on its website or email marketing materials). Company reserves its right to enforce its rights to the fullest extent of the law in the event of any violation of these Terms of Use. The Site and the Services may contain certain licensed information and content, and Company’s licensors may protect their rights in the event of any violation of these Terms of Use.
7.Restrictions on Use of the Services
Licensee agrees that its license to the Services is subject to the following conditions:
  • Licensee shall not use the Site and Services in connection with any of its Properties which constitutes or promotes illegal gambling, pornography, pirated content or content that violates a third party’s intellectual property rights, tobacco products, including e-cigarettes, firearms or ammunition, or any product that is illegal in the jurisdiction in or into which it is sold;
  • Licensee shall only use the Site and Services in connection with the Properties it owns and operates, and shall not duplicate, copy, sell, sublicense, give, rent, loan, lease, make derivative works of, or otherwise make the Services or its components available to any third party without the Company’s prior express written consent;
  • Licensee shall not alter, remove, or conceal any of Company’s copyright, trademark or other IP rights notice;
  • Licensee shall not attempt to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or create any derivative work from any Company IP, the Company’s Site, or the Company’s Services; and
  • Licensee shall not use the Services in conjunction with the Properties that are directed to children under the age of 13. Licensee shall not use the Services to knowingly send to Company personal information (as defined under COPPA), including device identifiers or precise location data, that has been received from children under the age of 13.
8.Use & Ownership of Data
Licensee acknowledges and agrees that the Site and the Services enable Licensee to collect certain information from Users of the Site functionality ("User Information"), which may help developers to target and personalize the notifications they send to Users. This data collected includes: Users’ mobile advertising identifiers, such as Apple IDFAs and Android Advertising identifier, Users’ email addresses, Users’ IP address, device push token, precise location (e.g., GPS-level) data, network information, language, time zone, product preferences, and privacy preferences. This Company and Licensee (collectively "Parties") shall jointly own the User Information, and each Party shall be entitled (without further compensation to the other) to use, share, market, license, sell, store, and otherwise exploit the User Information to the maximum extent permitted by law, which shall include using the User Information for cross-app, cross-device, and other interest-based advertising, analytics and market research. Without limiting the foregoing, neither Party shall use the User Information for any of the following purposes: (a) employment eligibility, (b) credit eligibility, or (c) health card eligibility, or (d) insurance eligibility, underwriting, or pricing.
9.Privacy Compliance
The Parties agree to comply with all applicable privacy laws, and each respective Party shall at all times fulfill the following obligations:
  • Each Party shall at all times have Privacy Policies on its website which describes how it collects, uses, and shares customer information, and provides information on how customers may opt-out of receiving further communication from the website;
  • Each Party shall at all times comply with its published Privacy Policy;
  • Licensee is responsible for obtaining all applicable consents required to enable this Site to collect information from the User Information. Licensee shall publish privacy policies and disclosures for the Properties that comply with applicable law and this EULA, including, but not limited to, clearly disclosing that the User Information will be collected and how it may be used; and
  • Licensee shall notify Company in writing of any further data usage or governance requirements, restrictions or limitations, to the extent they apply, in which case the Parties may execute a further, paid subscription plan setting out such limitations and licensing payments to supplement the terms herein
10.Term/Termination
This EULA shall commence as of the effective date and shall remain in effect until terminated as provided herein. Either party may terminate this EULA for any reason or no reason at any time upon thirty (30) days prior written notice of termination to the other Party. Notwithstanding the foregoing, the Company may terminate this EULA immediately upon written notice to Licensee in the event the Company believes Licensee has breached the EULA. Upon termination of this EULA, the license granted to the Services pursuant to Paragraph 2, shall immediately terminate and Licensee shall no longer have any rights to use the Services.
11.Intellectual Property Rights
The content of the Site and the Services are protected by applicable copyright laws in the United States and other countries. As such, use of the Site and Services confers no intellectual property rights on You. Content of the Site may not be used without the written permission of the Company who retains the copyright to the Site. All logos, trademarks, and service marks (referred to collectively as "Trademarks") that are displayed on the Site are Trademarks of the Company, both registered and unregistered. Use of Trademarks in a manner which does not conform to these guidelines without the written permission of the Company is not allowed.
12.Disclaimer of Warranties
ALL INFORMATION, CONTENT, PRODUCTS, AND SERVICES FOUND ON THIS SITE ARE OFFERED "AS IS" AND YOU ACCESS THEM AT YOUR OWN RISK. THIS COMPANY DISCLAIMS ANY WARRANTY, EITHER IMPLIED OR DIRECTLY STATED REGARDING THIS SITE INCLUDING, BUT NOT LIMITED TO INFORMATION, CONTENT, PRODUCTS, AND SERVICES. THIS COMPANY PROVIDES NO WARRANTY CONCERNING THE RESULTS AND EFFECTIVENESS OF THIS SITE OR ITS INFORMATION, CONTENT, PRODUCTS, AND SERVICES. USE OF THIS SITE IS AT YOUR OWN RISK. THIS COMPANY DOES NOT GUARANTEE, WARRANT, OR REPRESENT, THAT ALL SERVICES WILL MEET YOUR REQUIREMENTS. THIS COMPANY MAKES NO GUARANTEES THAT SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE. NO GUARANTEES ARE MADE REGARDING FUNCTIONALITY OR DEFECTS IN THE OPERATION OF SERVICES OR RELATED SOFTWARE OR THAT ERRORS WILL BE CORRECTED. THIS COMPANY ALSO DOES NOT GUARANTEE, WARRANT, OR REPRESENT, THAT THIRD PARTY SERVICES WILL MEET YOUR REQUIREMENTS. THIS COMPANY MAKES NO GUARANTEES THAT THIRD PARTY SERVICES WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE. NO GUARANTEES ARE MADE REGARDING FUNCTIONALITY OR DEFECTS IN THE OPERATION OF THIRD PARTY SERVICES OR RELATED SOFTWARE OR THAT ERRORS WILL BE CORRECTED.
13.Limitation of Liabilities
THIS COMPANY SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR DIRECT, INDIRECT, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGE RESULTING FROM YOUR USE AND/ OR ACCESS TO THIS COMPANY’S SITE OR SERVICES. THE FULL AND TOTAL LIABILITY, AS PERMITTED BY LAW, OF THIS COMPANY FOR CLAIMS RESULTING FROM YOUR USE AND/ OR ACCESS TO THIS COMPANY’S SITE OR SERVICES – WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, OR OTHERWISE – IS LIMITED TO THE AMOUNT PAID BY YOU (IF ANY) TO USE AND/ OR ACCESS THE SITE AND/OR ITS SERVICES.
14.Third Party Links
Following third party links found on this Site is done at your own risk. Inclusion of third party links on this Site does not constitute this Company’s recommendation for or endorsement of their products and services. These links are intended for convenience and reference, and the Company is not responsible for content, information, software, or any other materials made available on third party sites.
15.Third Party Dealings
Dealings with third parties which result from use of this Site is done at your own risk. Any transactions conducted between You and any third parties are not the responsibility of the Company. These transactions may include, but are not limited to, products, services, payment, conditions, warranties, or any terms and conditions. This Company cannot be held responsible for your dealings with these third parties.
16.Disputes & Resolution
Any dispute originating from or related to your use and/ or access to the Site and Services in which you deem this Company to have liability is governed by the state of California. Disputes will be settled exclusively and finally by arbitration according to the effective commercial arbitration rules of the American Arbitration Association at the time of the dispute in Los Angeles. The arbitrator shall have the power and authority to award damages connected with a Dispute which may not exceed actual compensatory damages and shall not multiply actual damages or award consequential, exemplary, or punitive damages. In addition, each party irrevocably waives any claim thereto. Any award shall be conclusive and final. An arbitration agreement should not be understood as an agreement to the consolidation or joinder of an arbitration under this agreement with an arbitration of claims or disputes of any non-party, regardless of the nature of the disputes.

The Terms provided herein state that all disputes between You and this Company will be resolved through arbitration. As a result, You waive your right to assert or defend your rights or go to court. You also forego the right to be part of or originate a class action suit. Your applicable rights will be decided by neutral arbitrators, not by a court of law, judge, or jury. By using this Company’s Site and services, you agree to these restrictions and conditions. If the arbitration provisions contained herein become unenforceable or inapplicable, or in the event of any lawsuit between You and this Company or its Site, You agree fully that jurisdiction of this and any suit shall rest exclusively in the federal and state courts in California. You also fully agree that any actions or claim related to use of this Site or this Company’s services must be filed within one (1) year after the said action, cause, or claim, or be forever barred.
17.Indemnification
Use of this Site and the Services constitutes an agreement to hold this Company blameless against any and all liability, expenses, loss, damages, actions, suits, claims, and proceedings, including, without limitation, reasonable attorneys’ fees and relevant costs, stemming from or related to any cause of action, allegation, claim or involving, without limitation, your unauthorized or unlawful use of this Site and/or this Company’s services.
18.Governing Law
This Terms of Use shall be governed by the laws of the State of California without regard to choice of law principles.
19.Entire Agreement
The entire agreement between this Company and You are contained in this Terms of Use.
20.Modification
The Company retains the right to modify its Terms of Use or to add additional terms of use at any time. Notification of modifications and/or additions will be clearly posted on this Site where the Company deems it to be appropriate. All modifications and additions are effective immediately. If You disagree with any modified or additional terms and conditions, You are not obligated to use the Site or its Services.
21.Non-Waiver; Severability
Any failure on behalf of the Company to enforce these Terms of Use does not constitute the Company’s right to continue to enforce these Terms of Use. In the event that any of the provisions within the Terms of Use are deemed to be illegal, invalid, or unenforceable, such terms and conditions will be nullified. The remaining provisions will remain in full effect.
Terms of Use / Privacy Policy / GDPR