Terms of Service

Last updated: June 6, 2022

The following terms and conditions (this “Terms of Service”) govern all use of the choozle.com website, and the digital advertising platform, including the Choozle Platform (https://platform.choozle.com, https://app.choozle.com/), Choozle Support Center (https://support.choozle.com), Choozle Academy (https://academy.choozle.com), the “Website” (https://choozle.com), and all content, services, features, activities, and products available at or through the Website, including, but not limited to, the digital advertising platform (the “Platform”), or any mobile application (together with all other content, services, features, activities, and products available through the Website, the “Services”). The Services are owned and operated by Choozle, Inc., DBA Choozle (“Choozle”, “We”, “we”, “Us”, or “us”). You the reader (“You”, “you”, “Your”, or “your”) should read these Terms of Service carefully before using the Services.

BY USING OR ACCESSING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED IN THE TERMS OF SERVICE BY REFERENCE, INCLUDING, BUT NOT LIMITED TO, CHOOZLE’S PRIVACY POLICY (HTTPS://choozle.com/PRIVACY-POLICY) (COLLECTIVELY, THIS “AGREEMENT”). THIS AGREEMENT IS LEGALLY BINDING AND CONDITIONS YOUR USE OF THE SERVICES. If you do not agree to all the terms and conditions of this Agreement, you may not use the Services.  Any inconsistency between these Terms of Service and any other Choozle policy or documentation (including, without limitation, the Choozle Privacy Policy and/or the Choozle Data Processing Agreement) shall be resolved in favor of the terms and conditions set forth in these Terms of Service in every instance.

 

1. ACCOUNT REGISTRATION AND ACCESS

To register for the Choozle Platform and create an Organization Account, you (including any agent designated by you operating on your behalf) must complete the registration process by providing Choozle with the information prompted by the registration form, including, but not limited to, your name, email address, telephone, company name, company website, and password. After you create your Master Account, you may create subsequent “Advertiser Accounts” for each of your clients. You agree to provide us with complete and accurate information when you register for the Choozle Platform, and to keep such information up to date.

You shall protect your username and password and are solely responsible for activities that occur under or through your account, including activities initiated by third parties, whether or not you authorize such activities. If you allow a third party to access the Choozle Platform on your behalf, you shall ensure that such third party is bound by, and abides by, the terms of these Terms of Service. You solely are responsible for any activity on your account. You agree to notify Choozle immediately of any unauthorized use of your account or any other breach of security relating to your account or your use of the Choozle Platform. You may only use the Services for your internal business purposes.

Choozle may access your account, or information associated with your account, to provide support or maintenance, for security-related reasons, or any other business purpose. You acknowledge and consent to such access.

2. FEES

2.1. Subscription Plans and Additional Services

Choozle offers monthly subscription plans (the “Subscription Plans”) with optional add-ons that can be purchased as detailed at https://choozle.com/pricing/compare-plans/

Additional fees may be outlined in any applicable Master Services Agreement (MSA) or Statement of Work (SOW).

2.2. Changes in Fees

We may, upon providing you with no less than thirty (30) days’ prior written notice and an option to terminate plus any notice required by applicable law, change the fees for the Choozle Platform at any time or impose additional fees or charges. Such changes will be effective immediately upon posting on our Website; provided, however, that such fee changes will be effective only as to prospective Choozle Platform orders (including monthly, automatic renewals and Plan upgrades) after the effective date of such change.

 

2.3. Payment of Fees

During the registration process, you will enter your required details to create your “Master Account” and subsequent “Advertiser Accounts.” A credit card is required to activate your subscription and ensure you have continued access to your account and the Platform. At the time of registration, you will be charged a prorated amount for the days remaining in the month in which you register.

After your first month or usage, Your Subscription Plan will automatically renew at the first of the following month and you will be charged the full amount of your subscription. Your Subscription Plan will renew automatically and continue month-to-month at the rate you agreed to unless you cancel your Subscription Plan or we terminate it, in each case pursuant to the terms of these Terms of Service(see Section 2.6 (“Account Cancellation”) and Section 11 (“Term and Termination”)). You must cancel your Subscription Plan before it renews to stop recurring charges. We will bill the fees due under your Subscription Plan (including any associated Data Package, Success Package, Media Fees or Campaign expenses) to the credit card you provide us during registration (or to a different credit card if you change your payment information) and continue to do so month-to-month at the rate you agreed to as set forth herein. The fees for your Subscription Plan and add-ons are billed in advance of each billing cycle and are non-refundable. You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Subscription Plan, add-ons, or applicable taxes, and you authorize us to bill you the corresponding amounts. No refunds or credits or rollovers will be provided for partial months of the Choozle Platform, upgrades and downgrades, or for months unused with an open account. Any discounts applied to a previous Subscription Plan will not apply to a renewed Subscription Plan, including automatic renewals.

As an express condition of your use of and access to the Choozle Platform, you agree to pay all fees applicable to your Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Choozle Platform. We reserve the right to deactivate your access to the Choozle Platform for failure to pay applicable fees as described in these Terms of Service. Unless otherwise stated, all fees are payable in U.S. Dollars.

 

2.4. Credit Card Payments

All fees for your Subscription Plan and any add-ons will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact Choozle if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your Choozle username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. If payment is not received as a result of an expired credit card, we reserve the right to cancel your Subscription Plan and or remove access to your account. You agree to pay all costs of collection, including attorneys’ fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
2.5. Invoice Payment Terms

Choozle may, in its sole discretion, offer You a line of credit. Choozle will use internal credit authorization practices such as running a credit check to determine if You are eligible for invoiced billing from a line of credit and, if so, use that credit check to determine the limit of the line of credit to be offered to You. If, after the credit check, Choozle determines You do not qualify for a line of credit, You will pay Choozle for the Services using a credit card as described in section 2.4. If approved, We will invoice You for Fees pursuant to the spend calculated by the Choozle Platform and You will pay all Fees hereunder within thirty (30) days after receipt of the applicable invoice. Upon ten (10) days prior written notice and Your failure to cure, Choozle reserves the right (in addition to any other rights or remedies Choozle may have) to discontinue the Services and suspend all User IDs and Your access to the Platform and Services if any Fees are more than thirty (30) days overdue until such amounts are paid in full. All payments must be made in U.S. dollars. Outstanding balances may, in Choozle’s discretion accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, from the due date until paid, plus Company’s reasonable costs of collection (including attorney’s fees). All Fees due hereunder are exclusive of, and You shall pay, all sales, use and other taxes, export and import fees, customs duties, and similar charges applicable to the transactions contemplated by these terms, except for taxes based upon Your net income.

2.6. Adjusting Subscription Plans

Questions involving upgrades or downgrades to your Subscription Plan can be directed to [email protected] or by submitting a ticket within the Choozle Support Center.

Any additional or alternative payment arrangements are in Choozle’s sole discretion.

 

2.7. Account Cancellation

You may cancel your Subscription Plan and any add-ons by contacting [email protected], submitting a ticket within the Choozle Support Center and requesting a cancellation, or selecting the “Cancel Account” option in the account settings within the Platform. You must cancel your Subscription Plan prior to the end of your current pre-paid period to avoid charges for the next billing cycle. If you cancel your Subscription Plan, you will lose all access, upon the expiration of your current pre-paid period, to the Choozle Platform and any data or information stored in your account. See Section 11 (“Term and Termination”) for additional details. Cancellation of your Subscription Plan automatically cancels any add-ons associated with that Subscription Plan. No refunds or credit will be given for any add-on canceled due to a canceled Subscription Plan. Any unused balances for campaigns (“Campaign Balances”) will be credited to the credit card on file at the last day of the month in which the account is canceled.
2.8. Media Fees

All paying Platform subscribers have access to the Choozle advertising planning and buying campaign tool (“Campaign Tool”) in the Platform. By utilizing the Campaign Tool, you will incur incremental fees that are comprised of, but not limited to, campaign balances, media costs, data targeting costs, ad serving costs, third-party tool costs, and optimization costs that drive the execution of campaigns (“Media Fees”). These Media Fees will be set forth on the Platform. You agree to pay any media or campaign fees for Campaigns selected by you.

You will obtain and hereby grant to Choozle, all rights, and permissions needed to authorize Choozle to buy inventory on your behalf (and any third party on whose behalf you are acting), perform tracking, and analytics, and to store and serve ads. During the Term, Choozle may offer additional services beyond those described herein. Fees for such services will be shown in the Platform user interface. In addition, to the extent that Company requests Choozle’s help to manage campaigns or to use the Services, whether such requests are verbal or in writing, Company consents to the actions that Choozle performs on its behalf and will pay any additional fees as set forth in the Platform. The company retains sole responsibility for such assisted use of the Services.

If you authorize Choozle to manage campaigns on your behalf through the Platform, Choozle will charge an increased fee on your media. The current fee for managed campaign services is ten percent (10%) but is subject to change upon notice from Choozle.

All Media Fees are paid in advance via credit card. This is the same credit card that is used for the monthly billing subscription purposes. When you plan and activate any campaign, your credit card will be charged for a portion of the total campaign amount, known as your Campaign Balance. As your usage of the Campaign tool depletes the Campaign Balance, your card will be charged again to maintain a positive Campaign Balance in relation to the size of your media buy. All amounts due or payable hereunder are in US dollars. Media Fees and Campaign expenses for all media or ads that have already been placed are noncancellable and nonrefundable.

 

2.9 Creative Fees

2.9.1 Creative Review
Choozle may review creatives for compliance with laws, regulations, and policies. Choozle shall have the right, in its sole discretion, to reject any creative.

2.9.2 Creative Services. Choozle will use commercially reasonable efforts to provide You the services (the “Creative Services“) as set out in one or more SOW. You shall respond promptly to any reasonable requests from Choozle for instructions, information, or approvals required by Choozle to provide the Creative Services. In consideration of the provision of the Creative Services by Choozle and the rights granted to You under these Terms of Service and applicable SOW, You shall pay the fees set out in the applicable SOW as described herein.

2.9.2.1. Ownership of Deliverables. Except as otherwise expressly provided in these Terms of Service and applicable SOW, Choozle assigns, grants, and conveys to You all right, title, and interest in any intellectual property rights in any deliverables of the Creative Services created for You pursuant to these Terms of Service and applicable SOW (the “Deliverables”). Except as otherwise expressly provided in any applicable SOW, Choozle agrees that any and all Deliverables are and remain Your property and are works made for hire to the extent allowed by law. Notwithstanding anything herein to the contrary, Your ownership of the Deliverables shall be subject to (a) the rights of third parties whose materials or services are contained in the Deliverables and used under a license or other permission granted to You or Choozle (“Third Party Materials“), and (b) all materials owned by Choozle prior to, or independent from, the performance of Creatives Services under these Terms of Service, and all methodologies, software, applications, processes or procedures used, created or developed by Choozle in the general conduct of its business, excluding those developed specifically for You or at Your request or funded by You (collectively, “Choozle Materials“). Choozle hereby grants You a royalty-free, perpetual, worldwide license to any Choozle Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables for any and all purposes.

2.9.2.2 Approvals. Any approvals required in an SOW must be received in accordance with mutually agreed upon production timelines as detailed in an SOW. Your failure to provide timely approvals may result in extended project timelines, missed deadlines, and/or overages.

2.9.2.3 Product Delivery. If applicable, when Deliverables require Customer-supplied product(s), such product(s) must arrive in accordance with mutually agreed upon production timelines. Failure to deliver product, may result in extended timelines, canceled or postponed shoots, or Customer-incurred overages.

2.9.2.4 Usage Restrictions. Choozle will disclose any usage restrictions resulting from the inclusion of any Third-Party Materials used in the production of the Deliverables.

2.9.2.5 Your Obligations. You must:
(a) Cooperate with Choozle in its performance of the Creative Services and provide access to Your premises, employees, contractors, and equipment as required to enable Choozle to provide the Creative Services.
(b)Take all steps necessary, including obtaining any required licenses or consents, to prevent delays caused by You.

2.10 Reporting

Subscribers have access to Choozle’s online reporting interface. All reports from the interface are for your internal use only. If you are an agency utilizing the Choozle platform on behalf of a client, you may share any and all campaign reporting with the client for their internal use only and you shall ensure that such client uses the reports, and the Service and Platform in accordance with these terms. Reporting options include campaign performance and Web Insights reports. Web Insights is an add-on to a Subscription Plan. You shall remain responsible for the acts and omissions of your clients and any third party for whom you use the services.

Choozle will have sole responsibility for calculating and reporting metrics on media or data bought and sold through the Platform. Such metrics will be used for calculating payments. Choozle will make such metrics available to you through the Platform. In the event of discrepancies between Your records and Choozle’s metrics, you may inspect the log files up to twice per calendar year, provided that any inspection shall be at reasonable times and on reasonable notice, and you may not inspect the log files for the same time period more than once. Any data made available to you during an inspection is Choozle’s Confidential Information (defined below) and you will not disclose such data to any third party or use such data for any purpose other than verifying Choozle’s accounting. If there is a discrepancy of more than ten percent (10%) between the cost of inventory or data procured directly from the Choozle Platform and the parties are unable to resolve the discrepancy, Choozle is responsible for the amount of the discrepancy above ten percent (10%). You must raise any discrepancies within thirty (30) days of the date of the applicable campaign. Choozle may revise and update numbers if there is a delay in reporting affecting month-end invoicing.

2.11 Analytics and Insights

This section applies if You implement the analytics code (“Smart Tag Container and tools available in the Platform (like click and conversion tracking and ad-level audience insights) (“Analytics”). During the Analytics setup process, Choozle may append certain parameters to the URL or Website associated with the Your ad to enable Analytics. You may not edit or delete such parameters without Choozle’s prior written consent. Choozle shall notify You of any changes or additions to the Smart Tag Container and tools available in the Platform to ensure data compliance. Upon termination of these Terms of Service, you must promptly remove the Smart Tag Container. If you enable Analytics, you must inform your users that (a) it uses Choozle to monitor interaction with its ads and website(s), and Choozle may gather and use information from cookies or other automated technologies, and (b) if the user chooses, the user can opt-out from Choozle’s collection of certain information, by utilizing these links in your privacy policy where you can direct users to opt-out by specific companies.

• You can opt-out via the Digital Advertising Alliance (DAA)’s YourAdChoice opt-out at www.youradchoices.com/
• For those in Europe, you can opt-out via the IAB Europe’s industry opt-out at www.youronlinechoices.eu
• The Trade Desk opt-out at https://www.adsrvr.org/
• Liveramp opt-out at https://liveramp.com/opt_out/
• Oracle opt-out at https://www.oracle.com/legal/privacy/privacy-choices.html
• AmazonAds opt-out at https://www.amazon.com/adprefs

To clarify, You do not have to use this specific language as long as You communicate similar information.

3. LICENSES

3.1. License to Choozle Software

Subject to the terms and conditions of this Agreement, Choozle hereby grants you a limited, revocable, non-exclusive, non-transferable and non-assignable license to (i) include the Choozle-provided code (together with any fixes, updates, and upgrades provided to you, the “(“Smart Tag Container”)  in the HTML code for web page(s) that are properly registered for the Choozle Platform and owned or operated by you, solely for the purposes of accessing and providing information to the Choozle Platform and accessing the information available from the Choozle Platform with respect to such web page(s); and (ii) remotely access the Choozle Platform to view and download your reports stored on the Choozle Website, located at https://choozle.com, app.choozle.com, platform.choozle.com in each case for your internal business purposes.

Except as expressly set forth herein, you shall not (A) use, reproduce, modify, or create derivative works of the Choozle “Smart Tag Container”, or (B) transfer, lease, lend, sublicense, use for timesharing, or service bureau purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Choozle Smart Container Tag or the Choozle Platform.

As part of the Services, Choozle may provide you with access to information, reports, insights or analytics generated by third parties (“Third-Party Material”). You may only use such Third-Party Material for your internal business purposes in connection with your use of the Service, and never on any standalone or separate basis. Choozle provides all Third-Party Material AS-IS and WITHOUT ANY WARRANTIES.

3.2. License to Client Data

You hereby grant to Choozle, a royalty-free, nonexclusive, worldwide, limited right and license to access your registered web page(s) and to access and log (i) any information concerning users’ actions, entries, or activities on your web page(s), (ii) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), or (iii) any data or other information you provide to Choozle or that is provided to Choozle on your behalf or by your users, including without limitation browser usage and screen resolution, and any customer relationship management (CRM) data, including customer names, emails, phone numbers, addresses, and zip codes (collectively “Client Data”), subject to the terms of the Data Processing Agreement which can be found at https://choozle.com/data-processing-agreement/, for the purposes of (a) providing you with reports and other functions related to the Choozle Platform; (b) analyzing and improving the Choozle Platform; or (c) compiling aggregate, anonymized data derived from your use of the Choozle Platform to compile statistics, metrics, insights and general trend data about the Choozle Platform for use in Choozle’s discretion, among other things, Choozle’s marketing and promotional purposes; and (d) otherwise providing you the services. Further, you grant to Choozle a royalty-free, nonexclusive, worldwide license to information, data, and statistics that Choozle obtains from Your website, such as raw data and log files generated by or provided to the Choozle Platform.

As part of Choozle’s commitment to respect privacy concerns and implement industry-recognized standards, Choozle complies with the Digital Advertising Alliance’s (DAA) Self-Regulatory Principles for Online Behavioral Advertising, which are designed to inform consumers about data collection and advertising practices across multiple websites and to provide consumers the ability to opt-out. Choozle shall notify You of any changes or additions (cookies, tags, snippets, another) to the Smart Tag Container and tools available in the Platform to ensure data compliance and documentation within Your privacy policy. To learn more about Choozle’s privacy practices, please review section 5 ‘Privacy’ below as well as our Privacy Policy found at https://choozle.com/privacy-policy/.

You represent and warrant that you have all rights, licenses, and consents required to license Client Data to Choozle on these terms, that Choozle has the rights to use the Client Data as authorized under these terms, and further represent and warrant that the Client Data does not infringe the rights of any third party or violate any applicable law or regulation. You represent and warrant you shall comply with all applicable laws and regulations.

3.3. License to Material Which You Post

By posting any software, information, data, databases, music, audio, video or audiovisual files, photographs, images, documents, text, digital files, forum messages, reviews, comments, or other material (“Material”) to the Platform or Service, you hereby grant Choozle a perpetual, non-exclusive, royalty-free worldwide license to reproduce, adapt, distribute, perform, or publicly display all or any portion of the Material for the purpose of providing you the Services. You further represent and warrant that you own all rights to such Material and that the Materials do not infringe the rights of any third party or violate any applicable law or regulation.

 

4. CONFIDENTIALITY

4.1. Definition. “Confidential Information” is any information which, under the circumstances surrounding the disclosure, would be reasonably considered confidential. Confidential Information shall not include information which (i) at the time of disclosure, is available to the general public; or ii) at a later date, becomes available to the general public through no fault of the receiving party and then only after such later date; or (iii) receiving party can demonstrate was in its possession before receipt; or (iv) is disclosed to receiving party without restriction on disclosure by a disclosing party who had lawful right to disclose such information.

4.2 Non-Disclosure of Confidential Information. Both parties agree not to disclose the Confidential Information. Both parties agree that they will take all reasonable steps to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent such information from falling into the public domain or the possession of unauthorized persons. Each party agrees to promptly notify the other in writing of any misuse or misappropriation of such Confidential Information which may come to its attention.

The obligations of the receiving party under these Terms of Service with respect to any Confidential Information will continue for a period of two (2) years from the date of first disclosure of the Confidential Information, but the trade secrets will survive the termination of these Terms of Service unless and until they are known to the general public.

5. PRIVACY

Choozle’s Privacy Policy is incorporated into these Terms of Service and is available at https://choozle.com/privacy-policy.

6. POLITICAL ADVERTISING

6.1 Our partner’s terms
You agree to comply with the advertising guidelines of our partners, including, but not limited to, The Trade Desk’s guidelines which can be found here (login required) and Amazon’s guidelines which can be found at https://advertising.amazon.com/resources/ad-policy/creative-acceptance#overview

6.2 Self-Regulatory terms
You agree to comply with all self-regulatory guidelines, including, but not limited to, the Digital Advertising Alliance’s guidelines which can be found at https://aboutpoliticalads.org/principles.

6.3 Federal and State Laws
You agree to comply with the federal and state advertising and political advertising laws and regulations.

6.4 Removal of ads

We reserve the right to remove any unlawful ads, ads that violate our partner’s terms, or ads that we deem intrusive or inappropriate, including but not limited to: (a) fake hyperlinks; (b) misleading content; (c) phishing or other spam techniques; (d) sale of free items; (e) malware; (f) ads related to abortion; (g) ads promoting “anti” or violent concepts; (h) promotion of products obtained form endangered or threatened species; (i) promotion of fake documents such as IDs, passports, and invoices; (j) weapons or ammunition; (k) fireworks or pyrotechnic devices; (l) pharmaceutical products, over-the-counter medications, or specialty medical services; (m) payday loans or services; (n) illegal drugs; (o) illegal hacking; (p) other illegal products and services; (q) sexually explicity content; (r) promotion of products designed to interfere with the enforcement of traffic laws; and (s) unbranded ads; (t) ads that violate trademark, copyright, and counterfeit and other applicable laws; (u) hate content; and (v) defamatory or libelous content.

6.4 Choozle Political Advertising Rules
Choozle does not support political advertising in the following states: Washington. Choozle has the right to review and remove all political advertisements. Choozle retains certain data about the political advertisements served using our technology. Transparency about these advertisements is important to us. If you are interested in learning what political ads we have disseminated in the United States, the advertisers, the candidates referenced, and the amounts spent please email us at [email protected]

7. PROPRIETARY RIGHTS; RESTRICTIONS ON USE

7.1. Choozle’s Right to Remove Certain Material
In the event that Choozle reasonably determines that any Material you post, upload, or submit to the Platform is unlawful and/or fails to comply with these Terms of Service, or the terms of our partners, Choozle will notify you of the specific Material and the relevant details of Choozle’s determination (any such notice, a “Noncompliance Notice”).  In the event that you fail to either edit or remove the Material that is the subject of a Noncompliance Notice within 15 days following your receipt of the Noncompliance Notice, then such Material may be removed or deleted by Choozle in its sole discretion and without your permission, and you waive any rights you may have in having such Material removed or deleted. However, Choozle shall not be responsible for controlling or editing any Material. Choozle cannot ensure removal of inappropriate or unlawful Material. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Material or for any failure to do so.

7.2. Reservations
Except for the limited licenses expressly granted herein, Choozle expressly reserves all right, title and interest in and to the Smart Tag Container, content on the Choozle Website, aggregate data and general trend reports as well as all processing, analytics, and other software and technology used by Choozle in the analysis of your website and the provision of the Choozle Platform (“Choozle Technology and Service”), including, without limitation, any derivatives, improvements, enhancements or extensions of the Choozle Technology and Service conceived, reduced to practice or otherwise developed on or on behalf of Choozle, all of which are valuable assets of Choozle, and any copyright, patent or trademark or other intellectual property rights, or federal or state right, pertaining thereto.

7.3. Restrictions on Use and Compliance

You shall not use, or allow third parties to: (i) use of the Choozle Technology and Service, except pursuant to the limited rights expressly granted in these Terms of Service; (ii) use the Services in any manner that is inconsistent with user documentation, if any, supplied to you by Choozle or inconsistent with Choozle’s standard security procedures, if any, accessible through your user interface; (iii) attempt to reverse engineer, hack into, or compromise any aspect of the Choozle Technology or Service, or attempt to access data or account information of any other customer of Choozle; (iv) remove, obscure, or alter any legal notices, including notices of intellectual property rights appearing in or on any materials delivered to you by Choozle; (v) use, post, transmit, or introduce any device, software, or routine that interferes or attempts to interfere with the operation of the Choozle Technology and Service; (vi) use the Choozle Technology and Service for academic research or research unrelated to your Visitors or the web page(s) registered for use with the Services, or for contemplated litigation, scholarship, or any other unintended purpose; (vii) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic message, data, image, or program; (viii) post or transmit any message, data, image, or program that would violate any property rights of others using the Services; (ix) upload or download files that contain software or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless you own or control the rights to such files or have received all necessary consents; or (x) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; or (xi) use the Choozle Technology and Service to knowingly transmit or participate in fraudulent traffic, malware attacks, IP piracy, and/or criminal activity through the use of digital advertising campaigns; (xii) use the Services in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including, without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy, or rights of celebrity.

We reserve the right to prohibit any user from the Choozle Platform that violates any of the stated restrictions.

7.4. Intellectual Property

The Website and Service contain intellectual property owned by Choozle, including, without limitation, trademarks, copyrights, proprietary information, and other intellectual property as well as the Choozle/(choozle.com) name, logo, all designs, content, layouts, text, graphics, photographs, other files, and the selection and arrangement thereof. You may not copy, modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever the Site or Service, including without limitation any content or intellectual property therein, in whole or in part without our prior written consent in each instance. You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Site or Service in any medium, including without limitation by any automated or non-automated “scraping”; (b) collecting or harvesting any personally identifiable information, including account names, from the Site or Service; (c) using the Site or Service for any commercial solicitation purposes; (d) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (e) interfering with the proper working of the Site or Service; (f) using the Site or Service or any part thereof for any commercial purpose not expressly authorized herein; or (g) using the Site or Services or any part thereof on your website or the website of a third party. We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We reserve the right to immediately remove you from the Site and Service without refund if you are caught violating these terms.

 

8. INDEMNIFICATION

You agree to indemnify, hold harmless and defend Choozle and its officers, directors, employees, agents, or affiliates, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs, or expenses (including, without limitation, reasonable attorneys’ fees) incurred by Choozle or any of its officers, directors, employees, agents, or affiliates, arising out of or relating to (i) your breach of any term or condition of these Terms of Service, (ii) your use of the Services, or (iii) your unauthorized use of the Smart Tag Container, (iv) a claim by a Visitor, or (v) breach of applicable law including, but not limited to, the California Consumer Privacy Act (CCPA). In such instances, Choozle will provide you with electronic and written notice of such third-party claim, action, proceeding, or suit to the last email address and mailing address furnished to Choozle within thirty (30) days of learning of such claim. You shall cooperate as fully as reasonably required in the defense of any claim. Choozle reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Choozle agrees to indemnify, hold harmless and defend You and Your officers, directors, employees, agents, or affiliates, at Choozle’s expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs, or expenses (including, without limitation, reasonable attorneys’ fees) incurred by You or any of Your officers, directors, employees, agents, or affiliates, arising out of or relating to a breach of applicable law by Choozle including, but not limited to, the California Consumer Privacy Act (CCPA). In such instances, You will provide Choozle with electronic and written notice of such third-party claim, action, proceeding, or suit to the last email address and mailing address furnished to You by Choozle within thirty (30) days of learning of such claim. Choozle shall cooperate as fully as reasonably required in the defense of any claim. You reserve the right, at Your own expense, to assume the exclusive defense and control of any matter subject to indemnification by Choozle.

 

9. REPRESENTATIONS AND WARRANTIES

You represent and warrant to Choozle that you (i) own all right, title and interest in and to the URLs of your website, Materials, and Client Data; (ii) own or have obtained all rights necessary to publish all of the content published on or through your website and the user interface of your website; and (iii) have obtained all necessary consent(s) from Visitors required to enable the Services and allow Choozle to use any associated data or information.

 

10. DISCLAIMERS AND LIMITATIONS ON LIABILITY

10.1. General Disclaimers
The information, reports, and services included in or available through the Services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Choozle and its respective vendors may make improvements and changes in the Services at any time, without obligation to notify any person or entity of such changes.
Choozle does not represent or warrant that (i) the Services will be error-free or accessible at particular times, (ii) defects will be corrected, (iii) the Services or server(s) that make it available, are free of viruses or other harmful components, or (iv) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. You specifically agree that Choozle shall not be responsible for unauthorized access to or alteration of your data.

10.2. Disclaimers of Warranties
THE SERVICES, THE SMART TAG CONTAINER, AND ANY REPORTS DERIVED THEREFROM ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS, OR REPRESENTATIONS MADE BY CHOOZLE EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, THE SMART TAG CONTAINER, THE REPORTS, OR ANY DOCUMENTATION, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. CHOOZLE DOES NOT WARRANT THAT THE SERVICES, THE SMART TAG CONTAINER TAG, OR ANY REPORTS DERIVED THEREFROM WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS OF SERVICE AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE CHOOZLE PLATFORMS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU IN FULL.

10.3. Limitations on Liability

CHOOZLE AND ITS OFFICERS, DIRECTORS, AND EMPLOYEES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION OR OTHERWISE, EVEN IF CHOOZLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN FULL.
CHOOZLE’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE SHALL NOT EXCEED THE AGGREGATE FEES PAID BY YOU TO CHOOZLE FOR USE OF THE SERVICES IN THE TWENTY-FOUR (24) MONTHS PRECEDING THE CLAIM.

YOU AND YOUR OFFICERS, DIRECTORS, AND EMPLOYEES WILL NOT BE LIABLE TO CHOOZLE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CHOOZLE IN FULL.
YOUR CUMULATIVE LIABILITY TO CHOOZLE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE SHALL NOT EXCEED THREE TIMES (3X) THE AGGREGATE FEES PAID BY YOU TO CHOOZLE FOR USE OF THE SERVICES IN THE TWELVE      (12     ) MONTHS PRECEDING THE CLAIM.

 

11. SERVICE FAILURES

Choozle does not guarantee, and shall have no liability for, any Services downtime, including, without limitation, any downtime (i) caused by failures of or previously scheduled maintenance to Choozle’ equipment or servers; (ii) caused by outages to any public Internet backbones, networks, or servers; (iii) caused by any failures of your equipment, systems, or local access services; or (iv) relating to events beyond Choozle’ control, such as strikes, riots, insurrections, fires, floods, explosions, war, governmental actions, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Choozle or your servers are located or co-located.

 

12. U.S. GOVERNMENT RIGHTS

If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (“DOD”) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in these Terms of Service.

 

13. TERM AND TERMINATION

13.1. General
Choozle may terminate or suspend access to the Services immediately, without prior notice or liability, if you breach these Terms of Service or for any other reason; provided, however, that if Choozle terminates or suspends Your access to the Services for any reason other than Your breach of these Terms of Service, then any prepaid fees You have paid to Choozle for the period of time following the date of such termination or suspension shall be immediately refunded to You by Choozle.

13.2. Termination of Choozle Platform

Either party may terminate these Terms of Service at any time and for any reason. To terminate your use of the Choozle Platform, please follow the steps described in Section 2.7 (“Account Cancellation”).

Upon any termination of these Terms of Service (i) Choozle will cease providing the Choozle Platform; (ii) you will delete all copies of the Smart Tag Container from your web page(s); (iii) any outstanding balance related to the period of time prior to the effective date of such termination payable by you to Choozle will become immediately due and payable and any collection expenses incurred will be included in the amount owed; (iv) if you terminate (as opposed to Choozle), you will not be entitled to any refunds of any usage fees or any other fees; and (v) all of your historical report data will no longer be available to you through Choozle.

In addition, upon the termination of these Terms of Service, you shall delete all copies of the Smart Tag Container from such web page(s) including any tag or script containers. You understand and acknowledge that, unless and until the Smart Tag Container is deleted from a web page, the Smart Tag Container may continue to track information on such a web page on an automated basis and you shall be responsible for any associated fees.

At termination, we will delete the information you provided unless we are reasonably required to retain your information after termination where necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. You can learn more about our data retention practices in our Privacy Policy.

 

14. MODIFICATIONS TO THESE TERMS OF SERVICE AND OTHER POLICIES

Our employees are not authorized to vary the terms of these Terms of Service. These Terms of Service may be modified only by obtaining the written consent of You and Choozle in an agreement signed by an officer of Choozle and an officer of Carbon Arc Corporation.

 

15. MISCELLANEOUS; ARBITRATION, CHOICE OF LAW, AND VENUE

 

15.1. Excuse
Choozle shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.

15.2. Severability and Waiver

If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms of Service shall continue in full force and effect.

Choozle’s acquiescence in the breach of a provision of these Terms of Service or failure to act upon such breach does not waive Choozle’s right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Choozle to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

15.4. Agreement to Arbitrate

Certain portions of this Section 15.4 are deemed to be a “written agreement for arbitration” pursuant to the Federal Arbitration Act. You and Choozle agree that we intend that this Section 15.4 satisfies the “writing” requirement of the Federal Arbitration Act.

If any controversy, allegation, or claim arises out of or relates to the Services, the Website, your Plan, or these Terms of Service, including, but not limited to, claims for indemnification, contribution, or cross-claims in a pending action involving one or more third parties (collectively, a “Dispute”), then either you or Choozle may elect to submit the Dispute to be finally and exclusively resolved by binding arbitration before a sole arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. If an in-person arbitration hearing is required, then it will be conducted in Denver, Colorado. All parties to the arbitration will have the right, at their own expense, to be represented by an attorney or other advocates of their choosing. You and Choozle will pay the administrative and arbitrator’s fees and other costs in accordance with the applicable arbitration rules; but if applicable arbitration rules or laws require Choozle to pay a greater portion or all of such fees and costs in order for this Section 15.4 to be enforceable, then Choozle will have the right to elect to pay the fees and costs and proceed to arbitration.

In arbitration, as with a court, the arbitrator must honor the terms of these Terms of Service and can award the prevailing party damages and other relief (including attorneys’ fees). However, WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY; (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES; AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT NO ARBITRATION SHALL BE JOINED WITH ANY OTHER; THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A REPRESENTATIVE OR CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

15.5. Injunctive Relief
The foregoing provisions of this Section 15.4 will not apply to any (i) legal action taken by you or Choozle to seek an injunction or other equitable relief or (ii) controversy, allegation, or claim that arises out of relates to your or Choozle’s actual or alleged intellectual property rights.

15.6. Choice of Law and Forum
These Terms of Service shall be governed by and construed under the laws of the state of Colorado without reference to its conflict of law principles. Except to the extent that arbitration is elected in accordance with Section 15.4 above, any action or proceeding relating to a Dispute may only be instituted in state or federal court in Denver, Colorado. Accordingly, each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Denver, Colorado. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Service. The Smart Tag Container and Choozle Technology are controlled by U.S. Export Regulations, and may not be exported to or used by embargoed countries or individuals.

15.7. Notices

Choozle may deliver notice to you under these Terms of Service by means of electronic mail, a general or specific notice on the Services, a communication to your Choozle account or by written communication delivered by first class U.S. mail to your address on record.
Any notices to Choozle must be sent to:

Choozle
3513 Brighton Blvd
Denver, CO 80216
[email protected]

via first-class or air mail or overnight courier, and are deemed given upon receipt. You may also send notices to Choozle by email to [email protected] without delivery by mail or overnight courier.

15.8. Transfer of Rights
You may not assign or otherwise transfer any of your rights hereunder without Choozle’s prior written consent, and any such attempt is void. The relationship between Choozle and you is not one of a legal partnership relationship but is one of the independent contractors. These Terms of Service shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.

15.9. Headings
The headings of the sections contained in these Terms of Service are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of these Terms of Service.

15.10 Hierarchy
In case of any discrepancy or ambiguity between these Terms of Service and any applicable MSA or SOW, the SOW shall prevail over the MSA and these Terms of Service and the MSA shall prevail over the Terms of Service.

 

16. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet and the rapid changes around online privacy, you agree to comply with all local rules regarding online conduct and acceptable content. Without limiting the foregoing, you and Choozle each agree to comply with all applicable laws regarding collecting consent for the placement of cookies and other similar technologies and the transmission of technical data exported to or from the United States or the country in which you or Choozle operate or reside and to comply with any other local laws affecting the Services. Namely, If you or Choozle are using the Services to place cookies or other similar technologies on the Data subjects in the EEA, United Kingdom and/or Switzerland (as defined by the Global Data Privacy Regulation GDPR)), you or Choozle (as the case may be) will obtain the Data Subject’s prior consent. Moreover, if by using the Services, You or Choozle transfer Personal Data (as defined by GDPR) of Data Subjects in the EEA, United Kingdom and/or Switzerland to the U.S. or a country or territory outside of those regions, to the extent required by applicable law, the Parties hereby incorporate, and agree to comply with, the Standard Contractual Clauses which can be found at https://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less/.

 

Terms of Service Addendum – Customization Services

This Addendum only applies to the extent you have paid Choozle the applicable fees for Customization Services, and Choozle has agreed to provide you with Customization Services.
Please read the following terms and conditions of use (the “Addendum”) carefully as they contain the legal terms and conditions that You agree to when You use the services offered by Choozle under this Addendum. By accessing or using any of the Customization Services You agree to be bound by this Addendum. By accessing or using the Customization Service, You are accepting this Addendum (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into this Addendum (on behalf of yourself or the entity that you represent). All references to the term “Addendum” herein will be deemed to include all of the terms and conditions of this Addendum as well as the terms of use set forth at https://choozle.com/terms-of-service (“Terms of Service”). To the extent there is any conflict between the terms of this Addendum and the terms of the Terms of Service, the terms of this Addendum shall apply. In consideration of the mutual promises and undertakings of the parties, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Company and Choozle agree as follows:

1. CUSTOMIZATION SERVICES

1.1. Services
If You desire to engage Choozle to provide services related to the customization, modification, hosting or enhancement of the Services (as defined in the Terms of Service) for yourself or an end-user (“Customization Services”), and Choozle agrees to perform such Customization Services, the parties shall agree on the scope of such Customization Services. Either party may terminate this Addendum at any time upon thirty (30) days written notice to the other party.

1.2. Assistance
You shall provide Choozle with such resources, information, and assistance as Choozle may reasonably request in connection with the performance of the Customization Services. You acknowledge and agree that Choozle’s ability to successfully perform the Customization Services in a timely manner is contingent upon its receipt from You of the information, resources, and assistance reasonably requested. Choozle shall have no liability for (a) deficiencies in the Customization Services resulting from the acts or omissions of You, Your agents, or employees or (b) performance of the Customization Services in accordance with Your instructions.

1.3. Performance of Customization Services

Choozle may perform the Customization Services at that location selected by Choozle. Choozle will have sole discretion to determine the personnel assigned to perform the Customization Services. Nothing in this Addendum will restrict Choozle from performing similar services for other customers. You agree and acknowledge that Choozle shall have the sole and exclusive right to control, operate, administer, and modify its systems used to provide the Services. From time to time, Choozle may issue an update to the Service which may add, modify, or remove features from the Service. These updates may be pushed out automatically with little or no notice. Choozle may immediately suspend You or Your end users’ access to the Service in its reasonable discretion if You or your end users violate these Terms of Service. Choozle will make reasonable efforts to monitor the uptime of the hosting account, if Choozle provides any hosting services, but does not guarantee or warrant its reliability due to various external Internet factors.

1.4. Acceptance
Without limiting any applicable warranties set forth in the Terms of Service, the Customization Services will be deemed accepted upon performance and any items delivered pursuant to this Addendum will be deemed accepted upon delivery to You.

1.5. Payment
You shall pay Choozle for all Services ordered by You or Your customers and any other charges agreed to by the parties. Payment shall be due and payable as set forth in the Terms of Service, or if nothing is in the Terms of Service, net thirty (30) from receipt of Choozle’s invoice.

2. OWNERSHIP;LICENSE

2.1. Definitions
“Work Product” means (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques and inventions that Choozle makes, develops, conceives, or reduces to practice, whether alone or jointly with others, in the course of performing the Customization Services; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications, and other proprietary rights related to each and any of the foregoing. “Deliverables” means the items provided by Choozle to You as part of the Customization Services, including Work Product and any items specifically designated or characterized as deliverables.

2.2. Choozle Property

As between the parties, You own all intellectual property rights and grant to Choozle a non-exclusive, royalty-free, worldwide license to all Work Product and Deliverables, and (a) all software, tools, routines, programs, designs, technology, ideas, know-how, processes, techniques, and inventions that Choozle makes, develops, or reduces to practice, whether alone or jointly with others or otherwise obtained by Choozle prior to, or independently of, this Addendum; (b) all enhancements, modifications, improvements and derivative works of each and any of the foregoing; and (c) all copyrights, trademarks, service marks, trade secrets, patents, patent applications and other proprietary rights related to each and any of the foregoing (collectively, the “Choozle Property”).

2.3. Trademark License
Subject to the terms and conditions of this Addendum, You grant to Choozle a non-exclusive, limited, worldwide, fully paid up a royalty-free license, to use any trademarks, service marks, or logos provided by You (the “Company Marks”) solely in connection with providing the Services to You, such license to be in effect during the period in which You are a paying Choozle customer. Choozle agrees to use the Company Marks in accordance with Your trademark guidelines provided to Choozle from time to time.

2.4. Service License
Subject to the terms and conditions of this Addendum, including Your payment of all applicable fees under this Addendum and any applicable agreement, Choozle hereby grants to You a non-exclusive, non-transferable, non-sublicensable, right and license, under all of Choozle’s intellectual property rights, to provide Your authorized end users with access to the Service using the Customized Services portal. Any additional rights with respect to the Services that are not expressly granted by Choozle pursuant to this Addendum are deemed withheld. You shall ensure that Your customers and users agree to Choozle’s terms and conditions of use for the Service or any other terms provided by Choozle. You shall be responsible for the acts and omissions of Your users and customers and shall ensure that Your customers agree to Choozle’s standard terms and conditions. You shall cooperate with Choozle in connection with collecting any payments owed to Choozle hereunder.

2.5. Restrictions
Except as expressly allowed by this Addendum, You shall not: (i) distribute, lease, license, sublicense, or otherwise disseminate the Services or any component or portion thereof to any third party; (ii) modify, enhance, translate, supplement, create derivative works from, reverse engineer, decompile, or otherwise reduce to human-readable form the Services or any component or portion thereof; (iii) sell, license, or otherwise distribute the Services or any component or portion thereof; (iv) make any copies of the Services or any component or portion thereof; or (v) use any portion of the Services as a standalone program or in any way independently from the Services. You will not provide end users with altered version(s) of the Services and will not operate or combine the Services with other products, materials or services in a manner inconsistent with the uses contemplated in this Addendum. You will not remove, alter, modify, relocate or erase any copyright notice or legend denoting proprietary interests of Choozle contained in the Services or software; and will reproduce any such notices, legends, or proprietary markings on authorized copies related to the Services that You may distribute. You shall be responsible for all trademarks, logos, design, media, text, graphics, animations, audio components, video components, photos, or any other information (hereinafter collectively referred to as “Content”) posted and activity that occurs with the Services (even when Content is posted by others who have access to the Service through You) and represent that You has the right to provide Choozle with the Content. Choozle may remove any Content that Choozle determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any Party’s intellectual property or this Addendum.

3. LIMITED WARRANTY

Choozle warrants to You that the Customization Services will be of a professional quality conforming materially to any documentation published by Choozle. For any breach of this warranty, Your sole remedy and Choozle’s sole obligation will be for Choozle to re-perform the non-conforming service and, if after a reasonable number of attempts, Choozle is unable to provide Customization Services that comply with the warranty, You may terminate this Addendum. Any claim under this warranty must be made to Choozle in writing or by electronic mail.

Effective Date of this Terms of Use: June 6, 2022.