Terms of Service

Last Updated May 12, 2025

1. THIS SOFTWARE AGREEMENT ("Agreement") is entered into and effective as of the day you "AGREE" (the "Effective Date") by and between ConvertZen and you or the company or entity you represent, ("Client" or "You").

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE CLICKING AN "AGREE" OR SIMILAR BUTTON OR INSTALLING OR USING THE SOFTWARE SERVICES (AS DEFINED BELOW). THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN ConvertZen AND SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE SERVICES. BY CLICKING AN "AGREE" OR SIMILAR BUTTON OR BY USING THE SOFTWARE SERVICES, YOU ACCEPT AND AGREE TO ABIDE BY ITS TERMS AND CONDITIONS AS PRESENTED TO YOU - ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY ConvertZen AND WILL NOT BE A PART OF THIS AGREEMENT. ConvertZen HAS COMPLETE DISCRETION TO MODIFY THE TERMS OF THE SOFTWARE SERVICES AGREEMENT FROM TIME TO TIME AND TO CHANGE THE TERMS OR FEATURES OF THE SOFTWARE SERVICES FROM TIME TO TIME. ConvertZen MAY MAKE SUCH CHANGES WITHOUT NOTICE. IF YOU CONTINUE TO USE THE SOFTWARE SERVICES AFTER ANY SUCH CHANGES, WITH OR WITHOUT NOTICE, YOU WILL BE CONSIDERED TO HAVE CONSENTED TO THEM.

2. Terms of Service.

Customer acknowledges and agrees to the following terms of service, which together with the terms of the ConvertZen Privacy Policy entered into between Customer and ConvertZen, shall govern Customer's access and use of the Service (the "Agreement"). In addition, Customer agrees that unless explicitly stated otherwise, any new features (enhancement or additional) to the Service or any new service(s) subsequently procured by the Customer will be subject to this Agreement.

2.1. Customer Must Have Internet Access.

DSL, cable or another high speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining the network connections that connect the Customer's networks (Customer's Intranet) to the Internet. "Internet," means that portion of that computer network using the transmission protocol used by ConvertZen, including Secure Socket Layer (SSL) protocol or other protocols accepted by ConvertZen, and to follow login procedures for services that support such protocols. ConvertZen is not responsible for notifying Customer of any upgrades, repairs, or corrections to any such software, or for any components of the connection outside of their network, including telecommunications facilities (including but not limited to the Internet) which are not owned or operated by ConvertZen. ConvertZen assumes no responsibility for the reliability or performance of any connections as described in this Section.

2.2. Client's Obligations.

License Restrictions: Client will (i) be responsible for its and its Authorized Users' compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of the Customer Data and of the means by which Client acquired the Client Data; (iii) not provide, make available to, or permit other individuals to use or access the Software Services, except under the terms listed herein, and that Client will be responsible for any unauthorized activity of the Software Services; (iv) not sell, resell, rent, or lease the Software Services; (v) not modify, translate, reverse engineer, disassemble, decompile, create derivative works, or otherwise attempt to derive the source code of the Software Services; (vi) not use the Software Services to or in connection with the Software Services; (vii) not use the Software Services to become a direct competitor of ConvertZen or its affiliated entities for the purposes of monitoring the Software Service's availability, performance, or functionality or for any other benchmarking or competitive purposes; (viii) not use the Software Services to create or store infringing, libelous, unlawful, or tortious material or to store or transmit material in violation of third party privacy rights; (ix) not use the Software Services to store or transmit malicious code; or (x) interfere with or disrupt the integrity or performance of the Software Services. (Also See Non-Compete Clause)

2.3. Users: Passwords, Access, And Notification.

Customer shall authorize access to and assign unique passwords and user names. User logins are for designated Users and cannot be shared or used by more than one User. ConvertZen will begin monitoring access to ensure that each user name and password is unique. Customer will be responsible for the confidentiality and use of Customer's passwords. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Customer's account (collectively "Electronic Communications"). Customer will secure and maintain the Customer's password to the Service and will not share the Customer number will any user. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify ConvertZen of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service account numbers.

2.4. Customer's Lawful Conduct.

The Service allows Customer to send Electronic Communications directly to ConvertZen and to third parties. Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation all applicable privacy, electronic commerce, spam, and anti-spam legislation. Customer is responsible for ensuring that its use of the Service to store or process credit card data complies with applicable Payment Card Industry standards (the applicable "PCI DSS" version that's in effect from time to time). Customer's use of this Service in connection with Customer shall comply with the export control laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing, (i) Customer represents that it is not named as any U.S. government list of persons or entities prohibited from receiving exports; (ii) Customer shall not permit access to or use the Service in violation of any U.S. export embargo, prohibition or restriction; and (iii) Customer shall comply with applicable laws and regulations regarding the transmission of technical data exported from the United States and the country in which its Users are located. Customer will not send any Electronic Communication through the Service that is unlawful, libelous, defamatory, or otherwise problematic. Except as otherwise provided in this Agreement, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Service by any means other than through the interface provided by ConvertZen. Customer agrees not to use any "mirroring" or "framing" of any part of the Service. Customer must adhere to the Service which includes log in information, user names, passwords, and/or secure cookies. Customer will not in any way express or imply that any opinions contained in Customer's Electronic Communications are endorsed by ConvertZen. Customer shall ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this Agreement, including but not limited to those Users that are contractors and agents, and Customer's Affiliates. Any action or breach by any of such contractors, agents or Affiliates shall be deemed an action or breach by Customer and Customer waives all of those defenses that Customer may have as to why Customer should not be liable for Customer's contractors, agents' or Affiliates' acts, omissions and noncompliance with this Agreement.

2.5. Non-Compete / Your Representations.

You represent and warrant that you or any of your affiliate companies are not a competitor of ConvertZen and you are not using the Service and/or Licensed Program to engage in, or permit others to engage in, competitive activities. You represent and warrant that (i) you have evaluated the Service and/or Licensed Program and found it suitable to your needs; (ii) you are aware of and acknowledge the capabilities and limitations of the Service and/or Licensed Program; (iii) you have all permissions and licenses, including under any applicable employee policies, confidentiality and non-competition restrictions, to submit customer data to the Service and use it through the Service. Customer agrees that they or any affiliates of customer's company(s) will not develop a competing service to ConvertZen and the Service during the term of this Agreement and for two years thereafter. Violation of this clause is grounds for immediate account termination by ConvertZen with no liability on the part of ConvertZen. ConvertZen may seek equitable relief in any court of competent jurisdiction to us and in any other jurisdiction as may be a proper venue(s) and may seek compensation. Customer understands and agrees that during the term of the Agreement, and for five (5) years after the last date of Customer using the Application or any service made available by ConvertZen, Customer will not, without consent from ConvertZen, develop, market, sell, offer, distribute or provide a "Service." A "Native Ad Service" is defined as: Service is a service that provides a creative, ad, or campaign creation software system with analytics and automation rules for optimization for content discovery networks such as Outbrain, Taboola, Revcontent, ContentAD, MGID or other content discovery networks distributing in the form of Native Ads as defined by the IAB. Customer understands and agrees that violation of this clause will be grounds for immediate termination of this Agreement without liability on the part of ConvertZen. No assignment or Resale. You may not resell, assign, or transfer any of your rights under this Agreement, and if you attempt to resell, assign, or transfer its rights, ConvertZen may immediately terminate this Agreement without liability to ConvertZen.

2.6. Transmission of Data.

Customer understands that the technical processing and transmission of Customer's Electronic Communications is fundamentally necessary to use of the Service. Customer provides consent to ConvertZen's interception of Customer's Electronic Communications as part of the delivery of the communications to Customer. Customer's Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned/and or operated by ConvertZen. Customer further acknowledges that Customer's Electronic Communications may be "altered" or changed in order to conform to or comply with the technical requirements of those networks, telephone or other electronic means. Customer agrees that it is responsible for maintaining and protecting backups of all Customer Data stored in or made for the Software Services and/or the Application. ConvertZen is aware that it may be entitled to collect and track technical and related information about Customer and Customer's use of the Software Services, including Customer's Internet protocol address, the hardware and software that Customer utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to help provide product and Software Services updates, information and support for the Software Services and to assist in the Software Services' development. In the event that ConvertZen is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, ConvertZen will provide the Customer reasonable advance written notice of the disclosure, sufficient to permit Customer to seek a protective order or to allow ConvertZen is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by ConvertZen. Including, but not limited to, the Internet and Customer's local networks.

2.7. Service Level.

During the Term, the ConvertZen Service will meet the service level specified in the "Service Level Commitment" listed on Schedule I hereto, which is hereby incorporated by reference. If the service levels are not met and below the Commitment, Customer will be entitled, as Customer's sole and exclusive remedy, to a credit for the period of time in accordance with the terms set forth in the Service Level Commitment. The respective Service's system logs and other records shall be used for calculating any service level events.

2.8. ConvertZen Support.

As part of the Service, ConvertZen will provide Customer with Help Documentation and other online resources to assist Customer in its use of the Service. Customer acknowledges that ConvertZen has exclusive control over the selection, provisioning, operation and modification of the components of the Service and that not following the advice of ConvertZen may substantially limit Customer's ability to successfully utilize the Service or to enjoy the power and potential of the Service.

2.9. Security.

ConvertZen shall maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data.

2.10. Confidentiality.

For purposes of this Agreement, "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that the disclosing party designates as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure. Confidential Information may include, without limitation, (1) the terms of this Agreement (not Customer Data), each party's proprietary technology, business processes and technical product information, designs, issues, all communication between the Parties regarding the Customer use or Evaluation of the Service with ConvertZen. The following types of information, however, shall not be deemed Confidential Information or shall cease to include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the Receiving Party; (4) the Receiving Party becomes aware of from a third party not bound by non-disclosure obligations to the Disclosing Party and with the lawful right to disclose such information to the Receiving Party; or (5) is/appears to be available on the internet or is used such that such information could be known to be disclosed publicly by the Receiving Party and such information. Each party agrees (i) to keep confidential all Confidential Information; (ii) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise its rights under this Agreement; (iii) to protect the confidentiality of similar information and data of its own; to provide access to Confidential Information only to those employees, contractors and agents who need to access such Confidential Information on a "need to know" basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. The parties agree that any material breach of Section 2.2, 2.5 and this Section will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of these Sections in addition to any other relief to the applicable party may be entitled.

2.11. Ownership of Customer Data.

As between ConvertZen and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. It is also noted that ConvertZen has the authority to use Customer's Data in the aggregate and for internal purposes only. Customer acknowledges and agrees that in connection with Service, ConvertZen as part of its standard Services to help makes arrangements for the Customer to retain copies of the Customer Data and store-and maintain such data for a period of time consistent with ConvertZen standard business processes, which period shall not be less than one year.

2.12. ConvertZen Intellectual Property Rights.

The Software Services are licensed not sold. The inclusion of the word "purchase" in conjunction licenses of the Software Services shall not imply a transfer of ownership. Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service are owned exclusively by ConvertZen or its licensors. Except as provided in this Agreement, ConvertZen grants no license, express or implied, to any intellectual property rights in the Service. ConvertZen shall own all intellectual property rights therein. In addition, ConvertZen shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestion, enhancement request, recommendations or other feedback provided by Customer, including users, relating to the operation of the Service. Any Marks as expressly permitted herein are owned by ConvertZen. ConvertZen service name, logos, product and service names are proprietary marks of ConvertZen, (respectively the "ConvertZen Marks"). Customer agrees not to display or use the ConvertZen Marks in any manner without ConvertZen's express prior written permission. The trademarks, service marks and logos of Third Party Applications (together "Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Mark.

2.13. Dispute Resolution.

Each party agrees that before it or any employee, agent or representative of the party files a claim or suit with a federal or state agency or court or other public forum, it shall provide thirty (30) days prior written notice to the other and that, within such thirty (30) day period (or longer, if extended by mutual desire of the parties), authorized representatives of the parties shall meet (or confer by telephone) at least once in a good faith attempt to resolve the perceived disputes.

3. General.

3.1 Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither the execution nor performance of this Agreement will cause ConvertZen to be considered to be doing business as or to have any affiliation with Customer. ConvertZen may provide the same or similar services to other entities, including, without limitation, other similar customers. Client understands and acknowledges that ConvertZen is free to use some or all of the ideas, techniques, technologies, forms, formats, subjects or any other aspects of the services provided by ConvertZen hereunder in providing products or services to other customers and nothing in this Agreement shall be construed to limit ConvertZen's right to do so.

3.2 Third Party Services.

If the Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by ConvertZen), the Client acknowledges that the third party service may access or use the customer's information. ConvertZen will not be responsible for any act or omission of the third party, including such third party's use of the customer's information. The Client agrees to contact the third party service provider for any issues arising from the Client's use of the third party service.

3.3 Compliance with Applicable Laws.

The Software Services are protected by intellectual property laws and other laws of the United States and international laws and treaties, including intellectual property and export laws. Client agrees that it shall use the Software Services and shall perform all obligations under this Agreement in a manner that complies with all applicable laws applicable to Client and/or use of the Software Services, including, but not limited to, laws governing data security, intellectual property, privacy, data protection, rights and obligations and applicable restrictions concerning intellectual property rights. Client agrees that it shall abide by all applicable export control laws, rules and regulations applicable to its use of the Software Services.

3.4 Entire Agreement.

This Agreement constitutes the final, complete and exclusive agreement among the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements and proposals, whether oral or written, between the parties relating to the subject matter of these Terms (including any prior versions). Client acknowledges and agrees that ConvertZen's published Website "Terms of Use", as the same may be modified by ConvertZen from time to time in accordance therewith provided that Client has been given notice of any such modifications, specifically apply to the Software Services provided hereunder and are binding upon Client and its Authorized Users. In the case of a conflict between a provision in this Agreement and a provision in the Website "Terms of Use" or any other document incorporated by reference in this Agreement, these Terms shall control. The conditions appearing on a purchase order or similar document issued by the Client do not apply to the Software Services, do not override or form part of this Agreement, and are void.

3.5 Waivers.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. The waiver of any breach or provisions of this Agreement will not be deemed a waiver of any subsequent breach.

3.6 Severability.

The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court's substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.

4. Definitions.

"Affiliates" means any entity which directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with Customer; by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of Customer. "Customer Data" means all electronic data or information submitted to the Service by Customer or its authorized Users. "Order Form" means any order form, purchase order or other document confirming that subscriptions to a Service have been procured, and who have been supplied user identifications and passwords by Customer (or by ConvertZen at Customer's request). Users may include but are not limited to Customer's and Customer's Affiliates' employees, consultants, contractors and agents.