Adroving Terms and Conditions (“Terms”)

Last updated: February 21, 2016

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the Adroving mobile application (the “Service”) operated by Bpizzy, LLC (“Company”, “us”, “we”, or “our”).

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

Description of Service

Bpizzy, LLC hosts a mobile application, Adroving, for effectively managing advertising campaigns for Google within its simple user interface. The Services provided by the mobile application include (among other things): access to a mobile application interface to manage your Google Adwords keyword bidding; functionality to make simple changes to your Google Adwords advertising copy; and the ability to monitor your Google Adwords account and campaign performance through our Service.

License Grant and User Restrictions

Company hereby grants you a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Service during your subscription term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you herein is reserved by Company. You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking, reverse engineering, or other competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, Adroving mobile application or Adroving content in any way; (ii) modify or make derivative works based upon the Service; (iii) embed the Service as a “iframe” or “frame” from within another application; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using ideas, features, functions or graphics that are similar to those related to the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for your internal business purposes and shall not: (i) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein, or Adroving’s sites, servers or networks; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) take any action that imposes an unreasonably or disproportionately large load on Adroving’s infrastructure. Adroving shall be entitled to adjust the scope of the Service and the underlying technical infrastructure to reflect the continuing development of the Service and technical advances.

No Google or Apple Liability

You acknowledge that this Agreement is concluded between you and Company only (not with Apple or Google), and that neither Apple nor Google are responsible for the Adroving mobile application and its Service.

Content Restrictions

You are responsible for all activity occurring under your Adroving accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Adroving immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Adroving immediately and use best efforts to stop immediately any copying or distribution of the Adroving interface that is known or suspected by you or other users; (iii) not impersonate another Adroving user or provide false identity information to gain access to or use the Service; (iv) not use the Service to defame, abuse, harass, threaten or otherwise violate the legal right of others; (v) not publish, post, upload, email, distribute or disseminate any defamatory, misleading, infringing or unlawful content; and (vi) not collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations.
You are solely responsible for all text, logos and images (“Customer Content”), all advertisements and any landing page web site reachable from the advertisements generated using the Service. You hereby represent, warrant and covenant to Adroving that (i) any Customer Content you provide is and shall be accurate, complete and current, (ii) you have all necessary rights and are fully authorized to publish the Customer Content and create or have created advertisements, and (iii) all Customer Content complies with the requirements set forth by Google on its website with respect to the Google AdWords program (available at https://support.google.com/adwordspolicy/answer/6008942?hl=en), including the trademark policies, editorial guidelines and creative limitations posted therein. You hereby authorize Adroving to allow such Customer Content and advertisements to be published throughout the network of advertising channels operated by Google, and its network of participating websites and other distribution outlets. You further represent, warrant and covenant to Adroving that (a) at all times you shall comply with all applicable law, (b) you will not generate, or encourage others to generate, automated or fraudulent impressions or clicks of advertisements on Google’s advertising network, (c) you are responsible for obtaining and maintaining accounts for use of the Google AdWords program, (d) your use of the Google AdWords program is not for personal, family or household purposes, and (e) your advertisements do not and will not advertise illegal activity or constitute illegal or fraudulent business practices in the jurisdiction in which the advertisements are displayed.
Further, you acknowledge and agree that Google may, in its sole discretion, (i) edit your Customer Content for size and fit purposes, (ii) label any advertisement as a “sponsored site,” “advertisement” or similar designation for clarification purposes, (iii) create advertisements based upon the Customer Content and other specifications provided by Adroving through the applicable API, and (iv) create, delete, modify and optimize your account.
Adroving does not own any Customer Content or advertisements provided by you hereunder, provided that you hereby grant Company and Adroving a worldwide, royalty-free, non-exclusive right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your Customer Content and advertisements for the sole purpose of providing you with the Service.
You are solely responsible for all URLs required or used by you in connection with the Service. Any URL that includes or incorporates any variation of the name Adroving (a “Adroving URL”) shall (i) be owned by Company, (ii) require the consent of Company prior to your use, and (iii) only be used by you during the Term of this Agreement. Any URL used by you in connection with the Service that does not include or incorporate the name Adroving shall be owned by you. For the avoidance of doubt, you are solely responsible for all Customer Content provided or published by you in connection with the Service under any URL (including any Adroving URL).

Subscriptions

The Service shall be billed on a subscription basis (“Subscription”). You will be billed in advance through your Apple account at the application’s published rate on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless it is cancelled by you or Company. You may cancel your Subscription renewal either through your online account management page or by contacting Company’s customer support team.

Fee Changes

Company, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Company provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Accounts

When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

Warranty Disclaimers

BPIZZY, LLC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. BPIZZY, LLC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL INCREASE THE NUMBER OF VISITORS TO YOUR LANDING PAGES OR IMPROVE THE SUCCESS OF YOUR GOOGLE ADWORDS PROGRAM, (B) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (E) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (F) ERRORS OR DEFECTS WILL BE CORRECTED, OR (G) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.

Limitation Of Liability

In no event shall Bpizzy, LLC, nor its members, employees, partners, agents, or affiliates, be responsible for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, direct financial losses, loss of revenues, data, use, goodwill, or other intangible losses, resulting from any Service delays or delivery failures due to (i) lack of Wi-Fi access or lack of data on your mobile data plan, and other problems inherent in the use of the internet and mobile devices; (ii) any errors, malfunctions or delays ON Company’s servers or Google’s servers; (iii) any action taken by Google or Apple that undermines your advertising campaign or your ability to use the Service; (iv) any edits posted to your account through the Adroving mobile application; (v) any conduct or content of any third party using the Service; or (vi) unauthorized access, use or alteration of your transmissions or content. Furthermore, Company shall not be responsible for any potential billing increases to your Google Adwords account, Apple account, or mobile carrier resulting from your usage of the Services.

Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by Company, including any landing pages linked to your Google advertising posts.

Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.

Intellectual Property

Bpizzy, LLC alone shall own all right, title and interest, including all related intellectual property rights, in and to the Adroving mobile application, the Adroving Service and any derivatives, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service, and any aggregated metrics, data and trends compiled by Adroving. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Adroving mobile application or Company’s intellectual property. The Adroving name, the Adroving logo, and the product and service names associated with the Service and user interface are trademarks of Bpizzy, LLC, and no right or license is granted to use them hereunder. The Adroving mobile application and website may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. In addition, all content published on the Site by Comopany belongs to Bpizzy, LLC under applicable copyright law.

Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless Bpizzy, LLC and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person, whether or not authorized by you, using your account and password; b) a breach of these Terms, or c) a claim alleging that content posted to your account infringes the rights of, or has caused harm to, a third party.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

Governing Law

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

Modifications

Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement to the Adroving website. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Contact Us

If you have any questions about these Terms, please contact us.