Applecart Data Onboarding Addendum
This Data Onboarding Addendum (this “Addendum”) supplements and amends the Consulting Services Agreement or the Applecart Terms & Conditions, as applicable (collectively, the “Agreement”) into which this Addendum is incorporated. This Addendum provides additional terms and conditions applicable to the Data Onboarding Tool (as defined below) made available by Consultant to Client under the Agreement. Capitalized terms not otherwise defined in this Addendum will have the meanings as set forth in the Agreement. The term “Consultant” as used in this Addendum shall be deemed equivalent to the term “Provider” as used in the Agreement (where applicable). In the event of any conflict or inconsistency between this Addendum and the Agreement, this Addendum will control as to the subject matter of this Addendum.
1. Permitted Use. Certain Services involve Consultant’s distribution of Deliverables to Client’s account on a third-party advertising platform(s), destination(s), or network(s) (each, an “Advertising Destination”) where such Deliverables will be used by Client. In order to enable Consultant to deliver a Deliverable to Client’s Advertising Destination account, Client understands and agrees that it must log in to its Advertising Destination account using a data onboarding tool that Consultant makes available to Client for such purpose (the “Data Onboarding Tool”), after which Consultant will upload such Deliverables to Client’s Advertising Destination account via the Data Onboarding Tool. Client acknowledges and agrees that, notwithstanding anything to the contrary, in the event of any failure by Client to log in to the applicable Advertising Destination(s) via the Data Onboarding Tool in accordance with the previous sentence, Consultant shall have no liability or responsibility for any inability to distribute the Deliverables to such Advertising Destination(s).
2. Additional Terms. The Data Onboarding Tool is provided by LiveRamp, Inc. (“LiveRamp”). Client hereby grants LiveRamp all licenses, rights, and authorizations necessary to provide the Data Onboarding Tool. Client is prohibited from (a) resale of the Data Onboarding Tool, (b) providing access to third parties to the Data Onboarding Tool, and/or (c) onboarding any data to LiveRamp. Client may only use the Data Onboarding Tool to log in to its Advertising Destination accounts in connection with the Services as described in Section 1 above, for the purposes of ad targeting and insights in the United States, and for no other purpose.
3. General. CONSULTANT MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDINGTHE DATA ONBOARDING TOOL OR LIVERAMP, OR ANY PERFORMANCE OR FAILURE OFPERFORMANCE TO THE EXTENT ATTRIBUTABLE TO EITHER OF THE FOREGOING. Notwithstanding anything to the contrary, Consultant, in its sole discretion, may suspend or terminate Client’s access to the Data Onboarding Tool if Consultant believes in good faith that Client has violated this Addendum or that Client’s use of the Data Onboarding Tool is likely to result in harm or liability to Consultant or any third party. In the event of any suspension or termination of Client’s access to the Data Onboarding Tool in accordance with the previous sentence, Consultant shall have no liability or responsibility for any inability to distribute the Deliverables to Client’s desired Advertising Destination(s).
