These Platform Terms and Conditions (“Terms”) govern access to and use of the Jamloop Platform and related Services by the business or organization accepting them (“Customer,” “you,” or “your”). “Jamloop,” “we,” or “us” means Jamloop LLC (each a “Party,” and together the “Parties”). By clicking to accept, creating an account, or using the Platform, you represent that you are authorized to bind Customer and agree to these Terms. Capitalized terms used but not defined herein will be as defined in the Master Services Agreement (“MSA”) entered into between Jamloop and Customer, or as set forth in Exhibit A (i.e., where no signed MSA exists between the parties).
IMPORTANT: EXCEPT WHERE A SIGNED AGREEMENT CONTROLS, SECTION 13 REQUIRES INDIVIDUAL BINDING ARBITRATION OF MOST DISPUTES AND INCLUDES A CLASS-ACTION WAIVER AND A WAIVER OF THE RIGHT TO A JURY TRIAL.
1.1 Business Customers Only. The Platform is offered for business use and not personal, family, or household purposes. You must be at least eighteen (18) years old and authorized to act for Customer.
1.2 Signed Agreements. To the extent applicable, these Terms supplement any existing signed agreement for platform-access (e.g., MSA) and operational matters not addressed there and do not amend it.
1.3 Updates; No Custom Development. Jamloop may update these Terms for future use of the Platform. We will provide reasonable notice of material changes through the Platform or by email. Changes may take effect immediately when reasonably necessary for law, security, fraud prevention, or third-party requirements. Continued use after the effective date constitutes acceptance. In addition, Jamloop reserves the right, in its sole discretion, to make any changes to the Platform that it deems necessary or useful to: (i) maintain or enhance: (A) the quality or delivery of the Platform to its customers; (B) the competitive strength of or market for the Platform; or (C) the Platform’s cost efficiency or performance; or (ii) to comply with applicable law. Notwithstanding the foregoing, nothing contained in this Terms guarantees that Jamloop will provide Customer with any product upgrades, new features development, and/or enhancements of the Platform during the Term. In addition to and without limiting the generality of the foregoing, nothing in these Terms will be construed to require Jamloop to perform any custom development relating to the Platform in any manner whatsoever for Customer. Any such custom work will require a separate agreement, including a Statement of Work (SOW) as mutually agreed upon by the Parties in writing, which sets forth the development work to be provided, and the additional fees for such work, as applicable.
1.4 IAB Incorporation. Unless otherwise set forth in an Order, the General Terms and Conditions for Digital Advertising Services Version 1.1 will apply to any Campaigns purchased through the Services (“IAB Terms”).
2.1 Account Information. You will provide accurate account and billing information, designate authorized administrators, and keep information current. You are responsible for Authorized Users and account activity except to the extent caused by Jamloop’s breach.
2.2 Security. You will protect credentials, use unique accounts, enable multi-factor authentication when available, and promptly notify Jamloop of suspected unauthorized access. You may not share credentials outside authorized personnel or allow access by a Jamloop competitor without written approval.
2.3 License. Subject to these Terms and payment of charges, Jamloop grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for Customer’s business and authorized advertising activities during the account term.
2.4 Restrictions. Customer may only use the Platform as expressly authorized in these Terms. Customer may not (and may not authorize any other party to): copy, resell, lease, modify, sublicense, reverse engineer, decompile, scrape, circumvent controls, introduce malicious code, use the Platform to build or publicly benchmark a competing service, extract Jamloop inventory or data for unrelated use, or use the Platform unlawfully, and/or in violation of Platform Policies.
2.5 APIs and Beta Features. APIs, pixels, connectors, model-context protocols, scripts, and beta features may be used only as documented. Jamloop may change or disable an integration when reasonably necessary for security, law, third-party requirements, or Platform integrity. In addition, beta features are optional, confidential, provided “as is,” offered without any warranty or support, and may be changed or discontinued at any time by Jamloop.
2.6 Light Branding. If Customer accesses the Platform through an agency-branded interface or an agency-specific URL on the Jamloop-owned adcloudiq.com domain, the branding is a limited presentation configuration only. It does not transfer ownership of the Platform or domain, create a full white-label service, or permit removal of required legal, privacy, billing, ad-review, prohibited-content, security, support, intellectual-property, or system notices. Any fee, waiver, branding right, or customer-selected domain must be stated in a signed Agency Customer Rider, Order, or Enterprise SOW. Similarly, in the event that Customer wishes to receive a white-label version of the Platform, the parties will need to enter into a separate Agency Customer Rider as well.
3.1 Campaign Authorization. An Authorized User’s Platform entries, approvals, fixed Campaign budgets, Rates, targeting, scheduling, creative uploads, and Campaign changes are binding instructions. You authorize Jamloop and its partners to purchase inventory and perform the Services within those instructions and the approved fixed Campaign budget.
3.2 Self-Serve, Co-Managed, and Managed Service. These Terms apply whenever Customer receives Platform access. In self-serve, Customer controls Campaign setup and operation. In co-managed or managed service, responsibilities may be allocated in an Order, insertion order, or approved media plan. Customer remains responsible for objectives, budgets, Advertising Materials, legal compliance, and final approvals. The Order will indicate which Service Model applies for Customer’s use of the Services.
3.3 Campaign Changes and Cancellation. Changes, pauses, and cancellations require reasonable processing time and may be subject to non-cancellable inventory or third-party charges, based on the terms of the particular media buy and/or third party terms and conditions. You are responsible for charges incurred before a change becomes effective. An Order may specify different cancellation terms, including identified IAB Order-Specific Terms, which will control for that Campaign.
3.4 Inventory and Ad Review Policies. Inventory is supplied by third parties and may change or become unavailable. All Advertising Materials are subject to the review process in Section 4. Jamloop may reject, require changes to, pause, or remove a Campaign or Advertising Material for legal, policy, fraud, quality, supply, security, or reputational reasons. Approval does not waive Customer’s responsibilities under these Terms.
3.5 Reporting. Jamloop Platform records control for billing and delivery absent manifest error unless a written Order designates another source. Third-party analytics and attribution systems use different methods and may not match Jamloop reporting.
3.6 Invalid Activity and Credits “Invalid Activity” means fraudulent, artificial, non-human, spoofed, or otherwise invalid advertising activity. Jamloop will use commercially reasonable efforts and industry-recognized methods to detect and filter Invalid Activity but does not guarantee its elimination. Unless otherwise agreed in an Order, Jamloop’s reporting and measurement will control for purposes of determining Campaign delivery and Invalid Activity. Customer must submit any claim within thirty (30) days with reasonable supporting detail. If Jamloop confirms Invalid Activity, Jamloop will provide either reasonably equivalent replacement delivery or, if impracticable, a credit equal to the portion of the applicable Fee attributable to the Invalid Activity. Except as otherwise agreed in writing or required by law, no cash refund will be required, and the makegood or credit will be Customer’s sole remedy for Invalid Activity.
3.7 No Performance Guarantee. Jamloop does not guarantee conversions, impressions, sales, return on ad spend, attribution outcomes, match rates, inventory availability, or other business results in connection with use of the Services.
4.1 Advertising Materials. You are responsible for all ads, creative, claims, disclosures, offers, landing pages and other destinations, pixels, tags, advertised products or services, and associated business practices (collectively, “Advertising Materials”). You represent that you have all rights, licenses, substantiation, permissions, and consents needed for Jamloop and its partners to review, host, modify for technical delivery, reproduce, display, distribute, and otherwise use the Advertising Materials to provide the Services.
4.2 Ad Review Process. Jamloop reserves the right (but is not obligated to) to review all Advertising Materials prior to launch. In such event, such Advertising Materials will not run until approved through Jamloop’s ad review process. Jamloop will use commercially reasonable efforts to review Advertising Materials promptly but does not guarantee a review or launch time. If Jamloop rejects Advertising Materials, it may provide the reason through the Platform, by email, or through Customer’s Jamloop contact. Customer may revise and resubmit the Advertising Materials. Jamloop may re-review, pause, or remove previously approved Advertising Materials if requirements change or Jamloop later identifies a legal, policy, supply, security, quality, or reputational issue. Approval is not an endorsement, legal opinion, or assumption of responsibility by Jamloop.
4.3 Compliance; Customer Use. Advertising Materials, advertised products and services, destinations, targeting, and Customer’s use of the Services must comply with applicable laws, Platform Policies, publisher and supply-partner requirements, and legally required consumer notices and choices. Customer is responsible for the truth, accuracy, and substantiation of all claims and offers. Customer will manage and secure all login credentials used by authorized users in connection with their use of the Platform and protect them against unauthorized use or disclosure using reasonable standards in the industry. Jamloop is not responsible for unauthorized access to the Platform. Customer will contact Jamloop immediately if Customer reasonably believes that there was any unauthorized use or access to the Platform, or that these were compromised, including any unauthorized access, use, or disclosure of account information, or any other breach of security in relation to its passwords, usernames, or access information, that may have occurred or is reasonably likely to occur. Customer is solely responsible for maintaining the confidentiality and security of its username, password, Jamloop API token(s) and any other authentication properties associated with Customer’s account, and Customer will remain responsible for all access, use and all activity emanating from its account, including via a Jamloop API(s), whether or not such activity was authorized by it.
4.4 Prohibited Content. Customer may not submit or run Advertising Materials that: (a) promote illegal products, services, or activities; (b) discriminate based on a legally protected characteristic; (c) are hateful, pornographic, obscene, excessively violent, vulgar, sexually exploitative, or otherwise grossly offensive; (d) are fraudulent, deceptive, misleading, or unsupported, including inaccurate prices, offers, endorsements, or affiliations; (e) infringe intellectual-property, privacy, publicity, or other third-party rights, or promote counterfeit goods; (f) promote fake documents or impersonation; (g) promote tobacco, nicotine, vaping products, weapons, ammunition, or products primarily intended to cause physical harm; (h) exploit a tragedy, disaster, or similarly sensitive event in an inappropriate manner; (i) promote hacking, cracking, circumvention, phishing, malicious code, spyware, malware, or unauthorized access; or (j) are incomplete, technically defective, or otherwise incapable of compliant delivery. Jamloop may identify additional prohibited content in the Platform Policies and may reject content that creates material legal, security, supply, quality, or reputational risk.
4.5 Agency Use. If you act for an Advertiser, you represent that you are authorized to bind and instruct the Advertiser and will maintain terms with the Advertiser materially consistent with these Terms. You are responsible for the Advertiser’s acts and omissions. Jamloop has no direct contractual liability to the Advertiser unless separately agreed in writing.
4.6 Sensitive Data. You may not submit Social Security numbers, government identifiers, payment credentials, health or biometric data, precise geolocation, data concerning children, or other sensitive regulated data unless Jamloop expressly approves the use in writing.
5.1 Charges; Fees; Rate. Customer will pay the amounts charged for its use of the Platform and Services (collectively, the “Fee”). The Fee consists of: (a) the applicable Jamloop Fees; and (b) any separately disclosed Third-Party Fees. “Jamloop Fees” means the amounts charged by Jamloop for the Platform, Services, and Campaign delivery. Jamloop Fees may be calculated using a fixed Campaign budget, an all-inclusive Rate, or another pricing method disclosed to Customer before the applicable Campaign is authorized. The applicable “Rate” is the all-inclusive price disclosed to Customer for Campaign delivery and includes the media inventory, data, and standard technology and service costs required to deliver the Campaign, unless Jamloop expressly identifies a charge as a separate Third-Party Fee. Media inventory and data included in the Rate are not treated as pass-through Third-Party Fees, and Jamloop is not required to separately itemize their underlying costs. “Third-Party Fees” means additional charges for optional or specialized third-party products or services requested, selected, or approved by Customer that are not included in the applicable Rate. Third-Party Fees may include, for example, premium data, measurement, attribution, creative, verification, or other third-party services. Jamloop will disclose applicable Third-Party Fees before charging them, except for variable usage charges that Customer has previously authorized, and Customer will prepay any and all Third-Party Fees where required by Jamloop in accordance with the applicable Third-Party payment terms. “Payment Processor” means a third party engaged by Jamloop to process payments. “Payment Method” means a valid payment card, ACH account, or other payment method accepted by Jamloop and its Payment Processor. The Campaign budget and applicable Rate do not authorize Jamloop to exceed the approved Campaign budget without Customer’s approval, except for immaterial delivery variances or other amounts expressly permitted under these Terms or an applicable Order.
5.2 Billing Policies; Rates and Fixed Budgets. By using a non-free aspect of the Services or submitting a Campaign or purchase, Customer agrees to pay the applicable Fee at the Rate then displayed or approved. Customer authorizes Jamloop to incur the costs necessary to deliver the Campaign within the approved fixed Campaign budget and to incur any separately disclosed Third-Party Fees that Customer has requested, selected, or approved. Jamloop may offer new products or services for additional Fees and may change pricing for future billing cycles after notice, but a pricing change will not retroactively alter a Rate already accepted for an active Campaign unless Customer approves the change. Fees and payments are in U.S. dollars.
5.3 Direct Payment Responsibility. Customer is directly responsible for all authorized Fees, Taxes, and other expressly disclosed charges, regardless of whether an Advertiser pays Customer, unless a signed Jamloop agreement expressly grants sequential liability. Sequential liability is never created by these Terms, industry custom, or an Advertiser relationship.
5.4 Payment Method and Authorization. To use paid Services, Customer must provide and maintain at least one valid Payment Method. By providing a Payment Method, Customer authorizes Jamloop and the Payment Processor to verify it, place customary authorization holds, and charge it for Fees, Taxes, and other authorized charges, including recurring charges where disclosed. Customer will keep account, billing, order, and Payment Method information current.
5.5 Billing Threshold. In accordance with the payment terms shown on the payment method page in Customer’s account settings, if Invoice Terms are not granted to Customer (based on a credit check) and Customer is enrolled in Pay-As-You-Go billing, Jamloop may charge the Payment Method when the aggregate ad spend across Customer’s Campaigns reaches five hundred U.S. dollars ($500). Jamloop may adjust the threshold up or down by written notice. The threshold determines when a charge is processed and is not a Campaign budget or credit limit. If a payment fails or a Payment Method is declined, Jamloop may keep affected Campaigns inactive or suspend them until payment is received. Jamloop’s and its providers’ records control for billing and delivery absent manifest error or a signed Order designating another measurement source.
5.6 Payment Processor. Payment processing is provided by the Payment Processor and may be subject to its separate terms and privacy notice. The Payment Processor may collect Fees and Taxes on Jamloop’s behalf. Any payment-processing charge passed on to Customer will be treated as a separately disclosed Third-Party Fee. For example, in the event that Customer pays Fees via credit card, Customer acknowledges that it will be responsible for all processing fees, which will be passed through automatically to Customer. Payment must be authorized or received before Jamloop is required to accept or continue a Campaign or purchase. Jamloop is not responsible for bank fees, Payment Processor outages outside Jamloop’s reasonable control, or unauthorized use of a Payment Method not caused by Jamloop’s breach of its obligations.
5.7 Payment Representations. Customer represents that all account, order, and Payment Method information it provides is accurate and complete; Customer is authorized to use each Payment Method; Customer will pay charges incurred by its Authorized Users at the prices in effect when incurred; and its financial institution will honor authorized charges.
5.8 Invoice Disputes; Late Payment. Customer must submit a good-faith billing dispute within fifteen (15) days after receipt, with reasonable detail. Undisputed amounts remain due, and charges not timely disputed are accepted except for manifest error or fraud. Overdue undisputed amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Jamloop may suspend access, establish or change credit limits, require prepayment or a deposit, and recover reasonable collection costs.
5.9 Taxes, Refunds, and Chargebacks. Fees and Rates exclude sales, use, excise, value-added, and similar taxes, levies, or duties (“Taxes”), other than taxes imposed on Jamloop’s net income. Customer is responsible for applicable Taxes associated with its purchases. Amounts attributable to delivered Campaign services, including media inventory and data included in Jamloop Fees, and incurred Third-Party Fees are non-refundable except for a confirmed billing error or credit expressly approved by Jamloop. Customer will not initiate a chargeback without first using the dispute process and is responsible for reversals attributable to Customer, its Authorized Users, or an Advertiser.
5.10 Account Balances. Jamloop may permit Customer to fund an account balance by wire, ACH, or another approved method and may deduct authorized charges from that balance. Customer may request withdrawal of an unused, undisputed balance. Jamloop will remit the remaining amount within ten (10) business days after deducting accrued charges, refunds, reversals, chargebacks, and amounts reasonably reserved for pending Campaign activity or disputes.
5.11 Promotional Offers. Jamloop may offer credits, coupons, trials, plans, or other promotions (“Promotional Offers”). Eligibility, value, duration, and other conditions will be disclosed with the offer and may be determined by Jamloop using account, device, payment, and campaign information. Jamloop may revoke or deactivate a Promotional Offer if Customer or its Advertiser is ineligible, violates the offer terms, abuses the promotion, or engages in fraud. Customer is responsible for charges exceeding the Promotional Offer. Promotional Offers are non-transferable, have no cash value, may not be combined or applied retroactively unless stated otherwise, and expire as disclosed or when the account terminates.
Note: The following Terms and Conditions will apply only for Customers who have not already entered into an MSA with Jamloop to which these Platform Terms and Conditions are incorporated:
6.1 Customer Data. You retain your rights in data and content you submit. You grant Jamloop and its service providers rights reasonably necessary to host, use, transmit, modify, and disclose that data to provide, secure, support, measure, and enforce the Services, comply with law, and create aggregated or deidentified information. Customer Personal Information is used only as permitted by the DPA.
6.2 DPA. The Jamloop Data Processing Agreement made available through the Platform (and available on the Jamloop website at: Jamloop Data Processing Agreement) applies when Jamloop processes Customer Personal Information as a service provider, contractor, processor, or subprocessor on Customer’s behalf. You represent that your data and instructions satisfy the DPA and applicable privacy law.
6.3 Platform and Performance Data. Jamloop owns Platform, supply, security, fraud, and independently obtained data. Jamloop may use performance and usage data to operate and improve the Services and may use or disclose aggregated or deidentified information that does not reasonably identify Customer, an authorized user, an Advertiser, or an individual.
7.1 Jamloop Property. Jamloop and its licensors own the Platform, software, APIs, Documentation, models, algorithms, configurations, workflows, improvements, and related intellectual-property rights. No rights are granted except the limited access right in these Terms.
7.2 Customer Property. You own your data, Advertising Materials, and trademarks and grant Jamloop the rights needed to provide the Services.
7.3 Confidentiality. Each Party will protect Confidential Information received from the other using reasonable care and use it only for the Services or enforcement of these Terms. The receiving Party will use Confidential Information only to perform or enforce these Terms, and disclose it only to personnel, advisors, and subcontractors who need to know and are bound by confidentiality obligations no less protective than those set forth in these Terms. The receiving Party is responsible for their compliance. Legally required disclosure is permitted with notice where allowed.
7.4 Feedback. Jamloop may use suggestions and feedback without restriction or obligation, provided it does not publicly disclose your Confidential Information.
7.5 Publicity. Neither Party may issue a press release, use the other Party’s trademarks, or publicly identify the other as a customer or vendor without prior written consent, except Jamloop may include Customer’s name and logo in a non-public customer list used for financing, diligence, insurance, or professional-advisor purposes.
8.1 Third Parties. The Platform depends on inventory, data, identity, measurement, hosting (e.g., AWS), analytics, payment, and other third-party services (“Third Party Services”). Jamloop may select and replace providers of Third Party Services from time to time in its sole discretion. In addition, the Platform allows Customer to pick third party connections for use with its Customer Property. Such Third Party Services and connections may require that the Customer agree to additional terms that cover any use of such Third Party Services. Customer acknowledges that, except as expressly set forth in the DPA with respect to Third Party Services (i.e., with respect to Sub-processors), Jamloop will not be responsible to Customer for any such Third Party Services or connections in any manner whatsoever.
8.2 Support. To the extent included in a signed Order or SOW, Jamloop will provide standard support for your account in accordance with its then-standard Service Level Agreement (“SLA”). Where applicable, such SLA will detail support, implementation activities, response times, or uptime commitments.
9.1 Authority. Each Party represents and warrants that: (a) it has authority to accept these Terms and will comply with all laws and regulations applicable to its own performance; (b) the execution of these Terms and performance of its obligations hereunder do not and will not violate any other agreement to which it is a Party; (c) these Terms constitute a legal, valid and binding obligation of such Party when executed and delivered.
9.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM, SERVICES, INVENTORY, DATA, REPORTS, ATTRIBUTION, OPTIMIZATION, AI FEATURES, AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” JAMLOOP DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING. JAMLOOP DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR ANY PARTICULAR CAMPAIGN RESULT.
9.3 AI Features. You must review and approve AI-generated or AI-assisted outputs. Outputs may be inaccurate, incomplete, non-unique, or similar to outputs provided to others. You may not use AI features with prohibited sensitive data or for legally significant decisions about individuals unless Jamloop approves the use in writing.
10.1 Customer Indemnity. Customer will defend, indemnify, and hold harmless Jamloop, its Affiliates, and their personnel from third-party claims, damages, fines, penalties, settlements, and reasonable legal fees arising from: (a) Advertising Materials or advertised products, services, claims, or business practices; (b) Customer Data or Customer’s privacy notices, consents, instructions, or Customer’s violation of applicable law or regulation; (c) Customer’s or an Advertiser’s use of the Services in breach of these Terms; (d) an Advertiser claim against Jamloop arising from Customer’s relationship with that Advertiser, except to the extent the claim is caused by Jamloop’s breach; or (e) Customer’s breach of any of its representations, warranties or obligations set forth in these Terms.
10.2 Jamloop Indemnity. Jamloop will defend, indemnify, and hold harmless Customer and its personnel from a third-party claim that Customer’s authorized use of the Platform directly infringes a United States patent, copyright, or trademark. Jamloop may modify or replace the affected Service, obtain continued rights, or terminate the affected Service and refund prepaid unused Fees. Jamloop’s indemnification obligations will not apply to the extent that the claim arises from: (A) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Jamloop or authorized by Jamloop in writing; (B) modifications to the Platform not made by Jamloop; (C) Customer Data; (D) Third-Party Services; (E) any Ads; or (F) any use of the Platform in a manner for which it was not authorized by these Terms.
10.3 Procedure. The indemnified Party will promptly notify the indemnifying Party, provide reasonable cooperation at the indemnifying Party’s expense, and allow the indemnifying Party to control the defense and settlement. Delay relieves obligations only to the extent of material prejudice. A settlement may not admit fault or impose non-monetary obligations on the indemnified Party without its consent, not to be unreasonably withheld or delayed.
11.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
11.2 Cap. JAMLOOP’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE JAMLOOP FEES PAID OR PAYABLE TO JAMLOOP FOR THE AFFECTED SERVICES DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. SEPARATELY DISCLOSED THIRD-PARTY FEES AND TAXES ARE EXCLUDED FROM THE CAP CALCULATION.
11.3 Exceptions. The limitations in Sections 11.1 and 11.2 immediately above do not apply to Customer’s payment obligations, fraud, willful misconduct, infringement or misuse of the other Party’s intellectual property, or Customer’s breach of Section 2.4, either party’s breach of its confidentiality obligations, either party’s violations of the DPA, a Security Incident caused by a party’s breach, or either party’s indemnification obligations (collectively, the “Excluded Damages”); provided that, with respect to the Excluded Damages, neither party’s total liability for all claims arising in connection with these Terms will exceed two (2) times the general cap, except to the extent applicable law prohibits a contractual limitation.
12.1 Term. Unless sooner terminated as set forth in these Terms, the term of these Terms will be as set forth in the Order (“Term”).
12.2 Suspension. Jamloop may suspend Customer’s access to the Services and/or Campaigns (in whole or in part, as determined by Jamloop in its sole discretion) for nonpayment, legal or policy violations, fraud, security threats, credit risk, harm to the Platform or third parties, or material reputational risk. We will provide notice when reasonably practicable. Customer acknowledges that any such suspension or termination does not affect Jamloop’s right to collect accrued amounts, non-cancellable third-party commitments, taxes, chargebacks, and costs attributable to Customer or advertiser conduct.
12.3 Campaigns and Charges. Termination of an account does not eliminate Customer’s responsibility for Campaigns delivered before termination, approved Third-Party Fees, or non-cancellable commitments. Cancellation of an individual Campaign is governed by Section 3.3 and the applicable Order.
12.4 Termination. Either Party may terminate an account and/or these Terms as permitted by an Order or, if none, on thirty (30) days’ notice. Jamloop may terminate an account and/or these Terms immediately for material breach, repeated policy violations, insolvency, or unlawful use. Termination does not cancel accrued or non-cancellable charges.
12.5 Effect. After termination, you must stop using the Services and any outstanding Fees shall become due and payable. On request made within thirty (30) days of termination of these Terms, Jamloop will provide a standard export of available Customer-controlled Campaign reports, subject to compliance with applicable law, third-party restrictions, and payment of amounts due; such reports will exclude Jamloop’s proprietary data and measurement methodologies, third-party restricted data, and other data that cannot be exported without compromising Jamloop or third-party rights. For any nonstandard exports, migration support, special-format reporting, and transition assistance, these may require additional Fees to be paid to Jamloop. Termination of these Terms shall not relieve Customer’s obligation to pay all undisputed Fees, costs and expenses due under these Terms, including but not limited to, Fees for Campaigns that have been booked and/or run prior to termination.
13.1 Governing Law; Venue; Federal Arbitration Act. California law governs these Terms without regard to conflict-of-laws rules. The Parties agree to submit to the exclusive jurisdiction of the state and federal courts in Contra Costa County, California with respect to any disputes arising out of these Terms. These Terms evidence a transaction involving interstate commerce. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of Sections 13.2 through 13.5.
13.2 Informal Dispute Resolution. Before initiating arbitration, a Party must send the other Party written notice describing the dispute and requested relief and allow thirty (30) days for good-faith informal resolution. Notice to Jamloop must be sent to the legal notice addresses in Section 13.10. The limitations period applicable to the claim is tolled during this thirty-day period.
13.3 Binding Arbitration. Except for Excluded Claims in Section 13.4, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, the Services, or the Parties’ relationship will be resolved by final and binding arbitration administered by JAMS before one arbitrator. Claims not exceeding $250,000, excluding interest and attorneys’ fees, will be governed by the JAMS Streamlined Arbitration Rules and Procedures; larger claims will be governed by the JAMS Comprehensive Arbitration Rules and Procedures. The arbitrator may apply reasonable procedures to limit discovery and promote an efficient resolution. The arbitration seat will be Contra Costa County, California. Hearings may be conducted remotely or at a mutually agreed location. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator may award any individual remedy available in court, subject to these Terms, and will issue a reasoned written award. The court, rather than the arbitrator, will decide whether an arbitration agreement was formed; the arbitrator will decide other disputes concerning the scope, interpretation, or enforceability of this Section.
13.4 Excluded Claims. Either Party may: (a) bring an individual claim in small-claims court if it qualifies and remains there; (b) seek temporary or preliminary injunctive relief in court to protect intellectual property, Confidential Information, data security, or Platform integrity pending arbitration; or (c) pursue an action to collect an undisputed amount. The state and federal courts located in Contra Costa County, California have exclusive jurisdiction over Excluded Claims, enforcement of an arbitration award, and any dispute found not subject to arbitration.
13.5 Class-Action and Jury-Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT PERSONS OR ENTITIES WITHOUT ALL PARTIES’ WRITTEN CONSENT. EACH PARTY ALSO KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS. If the class or representative waiver is finally held unenforceable as to a particular claim or request for relief, that claim or request will proceed in court and the remaining claims will be arbitrated to the extent permitted by law.
13.6 Fees and Costs. JAMS filing, administrative, and arbitrator fees will be allocated under the applicable JAMS rules. Each Party will bear its own attorneys’ fees and costs unless a statute, these Terms, or the arbitrator’s award permits recovery. In an action to collect an undisputed amount or enforce an arbitration award, the prevailing Party may recover reasonable attorneys’ fees and costs.
13.7 Assignment. You may not assign these Terms without Jamloop’s written consent. Jamloop may assign them to an Affiliate or in connection with a merger, financing, reorganization, or sale of substantially all relevant assets.
13.8 Independent Contractors. The Parties are independent contractors. These Terms do not create a partnership, fiduciary, franchise, employment, or general agency relationship.
13.9 Force Majeure. Neither Party is liable for delay or failure caused by events beyond reasonable control. Force majeure does not excuse payment for Services already provided or committed third-party costs.
13.10 Notices. Jamloop may send operational notices through the Platform or by email. Legal notices to Jamloop must be sent to Jamloop LLC, Attn: Leif Welch, 1990 N. California Blvd., 8th Floor, Walnut Creek, CA 94596, and leif@jamloop.com.
13.11 Severability; Waiver; Entire Agreement. An unenforceable provision will be modified to the minimum extent necessary, except as specifically provided in Section 13.5. Waiver must be in writing. These Terms, applicable Orders, the DPA, and Platform Policies are the entire agreement for the Services, subject to Section 1.2.
13.12 Order of Precedence. With respect to the following documents, in the event of any conflict or inconsistency, the order of precedence shall be as follows: any Order; Rider; SOW; the DPA (for purposes of the processing of personal information only); these Terms; and the Platform Policies.
13.13 Electronic Acceptance. Electronic acceptance through an affirmative click or check-box action has the same effect as a handwritten signature. Customer should retain a copy of these Terms. Jamloop may maintain records of the user, organization, date, time, Terms version, and acceptance event as evidence of assent.
“Advertiser” means Customer or a third party on whose behalf Customer uses the Services or purchases advertising.
“Advertising Materials” means advertisements, creative assets, landing pages, pixels, tags, claims, offers, trademarks, data, and other materials supplied or approved by or for Customer or an Advertiser.
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Aggregated Data” means data and information combined with information from other sources so that it does not reasonably identify Customer, an Advertiser, or an individual, and which is related to Customer’s use of the Services that is used by Jamloop in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
“Authorized User” means an employee, contractor, agent, or client user whom Customer authorizes to access the Platform under Customer’s account.
“Campaign” means an advertising campaign purchased, configured, managed, measured, or reported through the Services.
“Confidential Information” means non-public information disclosed by or for a Party that is identified as confidential or reasonably should be understood as confidential, including business plans, pricing, technology, security information, customer and publisher lists, data, and non-public agreement terms. It excludes information the receiving Party can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is lawfully received from a third party without duty; or (d) is independently developed without use of the disclosing Party’s Confidential Information.
“Customer Data” means data, content, and information submitted to the Services by or for Customer, excluding Jamloop Data and Aggregated Data.
“Customer Personal Information” has the meaning stated in the DPA.
“Documentation” means Jamloop’s then-current user documentation and technical instructions made available for the Services.
“DPA” means the Jamloop Data Processing Agreement incorporated into these Terms when Jamloop processes Customer Personal Information on Customer’s behalf.
“Fees” means the total amounts charged for a paid aspect of the Services and consists of: (a) “Jamloop Fees,” meaning amounts charged by Jamloop for the Platform, Services, and Campaign delivery, including media inventory, data, and standard technology and service costs included in an applicable Rate; and (b) any separately disclosed Third-Party Fees. Fees exclude taxes unless expressly stated otherwise.
“Invalid Activity” means any activity indicating artificially altered download or streaming metrics for any Campaigns as measured by Jamloop, including but not limited to any unnatural impressions generated by any person, bot, script or other automated or manual means, impressions generated from payment or other inducement, misrepresentation such as content exhibiting deceptive or manipulative naming, design, formatting, or metadata, or activity that is otherwise in violation of these Terms.
“Jamloop Data” means data and information owned, licensed, generated, or independently obtained by Jamloop in operating the Platform, including Aggregated Data, and supply, inventory, pricing, fraud, security, and platform-usage data, but excluding Customer Data.
“Media Spend” means the portion of an approved Campaign budget applied to advertising inventory and delivery. Unless an Order expressly states otherwise, Media Spend is included within Jamloop Fees and the applicable Rate and is not charged as a separate pass-through item.
“Order” means an Order Form, Insertion Order, or other ordering document accepted by both Parties that references these Terms.
“Platform” means Jamloop’s proprietary and licensed technology used to plan, buy, manage, optimize, measure, attribute, and report advertising Campaigns.
“Platform Policies” means Jamloop’s acceptable-use, privacy, security, ad-content, technical, and operational policies made available in or through the Platform.
“Rate” means the all-inclusive price approved in an Order or through the Platform for Campaign delivery. The Rate includes media inventory, data, and standard technology and service costs required to deliver the Campaign, unless Jamloop expressly identifies a charge as a separate Third-Party Fee. Jamloop is not required to separately itemize the underlying costs included in the Rate. A Rate may be used to optimize delivery within the approved Campaign budget, but does not authorize Jamloop to increase that fixed budget.
“Services” means access to the Platform and any self-serve, co-managed, managed, implementation, support, measurement, creative, or other services identified in an Order, as applicable.
“Service Model” means self-serve, co-managed, or managed service, as selected in an Order.
“Third-Party Fees” means separately disclosed additional charges for optional or specialized third-party products or services requested, selected, or approved by Customer that are not included in the applicable Rate, such as premium data, measurement, attribution, creative, verification, or payment-processing services.
“Third-Party Services” means inventory, data, measurement, hosting, identity, payment, creative, analytics, or other products or services provided by third parties and used with the Services.