Terms of Service
Last updated: October 2023
The following terms and conditions (this “Terms of Service”) govern all use of the website located at
https://help.choozle.com(the “Website”), and the digital advertising platform, including the Choozle Platform
(https://platform.choozle.com, https://app.choozle.com/), Choozle Support Center
(https://help.choozle.com/), Choozle Academy (https://academy.choozle.com) (collectively, the
“Platform”), and all content, services, features, activities, and products available at or through the
Website, Platform, or any mobile application (collectively, the “Services”). The Services are owned and
operated by Choozle, Inc., DBA Choozle (“Choozle”, “we”, “our”, or “us”). You, the reader (“you”,
“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 HEREIN BY
(HTTPS://CHOOZLE.COM/PRIVACY-POLICY). THESE TERMS OF SERVICE ARE LEGALLY
BINDING AND CONDITIONS YOUR USE OF THE SERVICES. If you do not agree to these Terms of
Service, you may not use the Services.
1. ACCOUNT REGISTRATION AND ACCESS
To register for the Choozle Platform and create a “Org Account” for your organization, 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 Org Account, you may create subsequent “User 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, these Terms of Service, and any applicable Master Services
Agreement (“MSA”) or Order Form, Statement of Work, or Insertion Order (“SOW”). 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.
2.1. 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 MSA and SOW(s).
2.2. Changes in Fees
We may, upon any notice required by applicable law, change the fees for the Choozle Platform at any
time or impose additional fees or charges. Such fee changes will be effective only as to prospective
Choozle Platform orders (including monthly, automatic renewals and Subscription 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 Org Account and
subsequent User 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 these Terms of Service (see Section 2.7
(‘Account Cancellation’) and Section 12 (‘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 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
As an express condition of your use of and access to the Choozle Platform, you agree to pay all fees
applicable to your Subscription 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
Subscription 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 attorney’s fees and costs, and interest 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 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 of Service, 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 12 (‘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
2.8. Media Fees
If elected to in the MSA, you shall 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 you request Choozle’s help to manage campaigns or to use the Services, whether such
requests are verbal or in writing, you consent to the actions that Choozle performs on your behalf and will
pay any additional fees as set forth in the Platform. You retain sole responsibility for such assisted use of
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 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. Choozle will set a limit on your
dollar spend every seven (7) days (the limit to be set in Choozle’s sole discretion on a case by case basis).
Choozle will charge you either: (1) when you hit the dollar limit on the Campaign Balance; or (2) on the
seventh day (whichever comes first). If you do not hit the dollar limit on the Campaign Balance within the
seven (7) days, Choozle will charge you for your actual spend on day seven (7). 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.
2.9.1. 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 any applicable SOW(s). 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
22.214.171.124. Ownership of Deliverables.
Except as otherwise expressly provided in these Terms of Service, the MSA, and any 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 MSA and SOW(s) (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 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.
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.
126.96.36.199. Product Delivery.
If applicable, when Deliverables require product(s) supplied by you, 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 overages.
188.8.131.52. Usage Restrictions.
Choozle will disclose any usage restrictions resulting from the inclusion of any Third-Party Materials
used in the production of the Deliverables.
184.108.40.206. Your Obligations.
You must: (1) 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; and (2) Take all steps necessary, including obtaining any required licenses or consents,
to prevent delays caused by You.
Paying Platform 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
of Service. 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. 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 Choozle’s analytics code (“Smart Tag Container”) and elect to
use the ‘Third-Party Advertising Services” 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 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 Designated Website (as defined in the MSA), and Choozle may gather and use
information from cookies or other automated technologies, and (b) if the user chooses, the user can opt-
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
● For those in Europe, you can opt-out via the IAB Europe’s industry opt-out at
To clarify, you do not have to use this specific language as long as you communicate similar information.
3.1. License to Choozle Software
Subject to these Terms of Service, Choozle hereby grants you a limited, revocable, non-exclusive, non-
transferable and non-assignable license to (i) include the Choozle-provided code, including the Smart Tag
Container on the Designated Website, 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
the Designated Website; and (ii) use and remotely access the Choozle Platform to view and download
your reports for your internal business purposes.
Except as expressly set forth herein, you shall not (A) use, reproduce, modify, or create derivative works
of the Smart Tag Container, or (B) transfer, lease, lend, sublicense, use for time sharing, or service bureau
purposes, resell or otherwise distribute or allow third-party access to all or any portion of the Smart Tag
Container 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 Reports”). You may only use such Third-Party
Reports 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 Reports AS-IS and WITHOUT ANY
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 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 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 the Designated Website, such as raw data and log files generated by
or provided to the Choozle Platform, to use the data as permitted by applicable law including, where
applicable, the California Consumer Privacy Act (“CCPA”) and its amendments which permits Choozle
to use the data as a “Service Provider” for the following “Business Purpose”: “performing services such
as maintaining or servicing accounts, providing customer service, processing or fulfilling orders and
transactions, verifying customer information, processing payments, providing financing, providing
advertising or marketing services, providing analytic services, or providing similar services on behalf of
the Business or service provider.”
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. To learn
more about Choozle’s privacy practices, please review section 4 ‘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 under these Terms of Service, that Choozle has the rights to use the Client Data as authorized
under these Terms of Service, 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 acknowledge that we may
require access to certain software or platforms of you or your providers in order to access and use the
Client Data, and you represent and warrant that you have the ability and full right to grant us access to
such software and platforms to access the Client Data and use the Client Data in accordance with these
Terms of Service, the MSA, and any applicable SOW. You agree to comply with all applicable laws and
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.
https://choozle.com/privacy-policy. The Choozle Data Protection Agreement is also incorporated into
these Terms of Service by reference and is available at https://choozle.com/data-processing-agreement/.
5. POLITICAL ADVERTISING
5.1. Our Partner’s Terms.
If you elect to use any of our Third-Party Advertising Partners, you agree to comply with the advertising
guidelines of such elected partners.
5.2. 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.
5.3. Federal and State Laws.
You agree to comply with the federal and state advertising and political advertising laws and regulations.
Choozle does not support political advertising in the following states: Washington.
5.4. Choozle Political Advertising Rules.
Choozle has the right to review and remove all political advertisements for any reason. Choozle retains
certain data about the political advertisements served using our Services. 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].
6. PROPRIETARY RIGHTS; RESTRICTIONS ON USE
6.1. Choozle’s Exclusive Right to Manage Material
You acknowledge that any Material you post, upload, or submit to the Platform may be edited, removed,
deleted, modified, published, transmitted, and displayed by Choozle in its sole discretion and without
your permission, and you waive any rights you may have in having the material altered or changed in a
manner not agreeable to you. 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.
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 Platform, aggregate data, and general
trend reports as well as all processing, analytics, and other software and technology used by Choozle in
providing the Services, including, without limitation, any derivatives, improvements, enhancements or
extensions of the Services 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.
6.3. Restrictions on Use and Compliance
You shall not use, or allow third parties to: (i) use of the Services, 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 Services, 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
Services; (vi) post or transmit any libelous, defamatory, indecent, obscene, abusive or pornographic
message, data, image, or program; (vii) post or transmit any message, data, image, or program that would
violate any property rights of others using the Services; (viii) 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 (ix) use the Services to threaten, harass, or otherwise violate the legal rights (including rights
of privacy and publicity) of others; (x) use the Services to knowingly transmit or participate in fraudulent
traffic, malware attacks, IP piracy, and/or criminal activity through the use of digital advertising
campaigns; or (xi) 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 you from using the Choozle Platform for violating any of the stated
restrictions or for otherwise violating these Terms of Service.
6.4. Intellectual Property
The Choozle Site and Services 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 Choozle Site or Services, 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 Choozle Site or Services 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 Choozle Site or Services 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 Choozle Site or Services; or (f) using the Choozle Site or Services or any part
thereof for any commercial purpose not expressly authorized herein. We may, without prior notice,
change the Services; stop providing the all or part of the Services to you or to users generally; or create
usage limits for the Services. We reserve the right to immediately remove you from the Choozle Site and
Services without refund if you are caught violating these Terms of Service.
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 attorney’s 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
and its amendments including the California Privacy Rights Act (collectively, the “CCPA”), Virginia the
Consumer Data Protection Act (“VCDPA”), the Colorado Privacy Act (“CPA”), the Connecticut Data
Privacy Act (“CTDPA”), the Utah Consumer Privacy Act (“UCPA”), and the Oregon Consumer Privacy
Act (“OCPA”), as well as the General Data Protection Regulation (“GDPR”). Choozle reserves the right,
at its own expense, to assume the exclusive defense and control of any matter subject to indemnification
8. REPRESENTATIONS AND WARRANTIES
You represent and warrant to Choozle that you (i) own all right, title and interest in and to the URLs of
the Designated Website, Materials, and Client Data; (ii) have provided all necessary notices required
under Applicable Data Protection Law (as defined in the MSA) to utilize the Services; and (iii) have
obtained all necessary consent(s) required to enable the Services and allow Choozle to use any associated
data or information.
9. DISCLAIMERS AND LIMITATIONS ON LIABILITY
9.1. 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.
9.2. Disclaimers of Warranties
THE SERVICES, THE SMART TAG CONTAINER, AND ANY REPORTS, PRODUCTS, OR
SERVICES DERIVED THEREFROM ARE PROVIDED “AS IS.” CHOOZLE MAKES NO
WARRANTIES, CLAIMS, OR REPRESENTATIONS, EXPRESS OR IMPLIED 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
9.3. 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 TWELVE (12) MONTHS
PRECEDING THE CLAIM.
10. 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.
11. 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.
12. TERM AND TERMINATION
12.1. 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
12.2. 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 payable by you to Choozle will become immediately due and payable and any collection
expenses incurred will be included in the amount owed; and (iv) 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 may delete the information you provided. However, we may retain and use your
information after termination where necessary to comply with our legal obligations, resolve disputes, and
13. MODIFICATIONS TO THESE TERMS OF SERVICE AND OTHER POLICIES
Our employees are not authorized to vary these Terms of Service. These Terms of Service may be
modified only: (i) by obtaining our written consent in an agreement signed by an officer of Choozle; or
(ii) as set forth below in the immediately following paragraph.
You agree that Choozle may modify these Terms of Service or any policy governing the Services from
time to time and that your right to access the Services is conditioned on an ongoing basis with your
compliance with the then-current version of these Terms of Service. We will put the effective date of the
latest version at the top of these Terms of Service. We will notify you of any material revisions or
modifications to these Terms of Service by (i) posting a notice on the Choozle Platform for thirty (30)
days following any revisions or modifications to these Terms of Service; (ii) posting a notice on the
Choozle Platform the first time that you visit the Choozle Platform following such revisions or
modifications; or (iii) providing direct notice of such changes in a communication to your client account.
By continuing to use the Services following receipt of such notice, you consent to the revised or modified
Terms of Service.
14. MISCELLANEOUS; ARBITRATION, CHOICE OF LAW, AND VENUE
Choozle shall be excused from performance hereunder to the extent that performance is prevented,
delayed or obstructed by causes beyond its reasonable control.
14.2. 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.
14.3. Agreement to Arbitrate.
Certain portions of this Section 15.3 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 15.3 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
Subscription 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 15.3 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 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, YOU AGREE 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.
14.4. Injunctive Relief
The foregoing provisions of Section 15.3 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.
14.5. 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 15.3 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 is controlled by U.S. Export
Regulations, and may not be exported to or used by embargoed countries or individuals.
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:
3513 Brighton Blvd
Denver, CO 80216
via first-class or air mail or overnight courier, and are deemed given upon receipt.
14.7. 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.
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.
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
these Terms of Service.
15. 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 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 operate or reside and to comply with any other local laws
affecting the Services. Namely, If you 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 will obtain the Data Subject’s prior consent.
Customization Services Addendum
This Customization Services Customization Services Addendum to the Terms of Service (the
“Customization Services 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 this Customization Services Addendum carefully as it contains the legal terms and conditions
that you agree to when you use the services offered by Choozle under this Customization Services
Addendum. By accessing or using any of the Customization Services, you agree to be bound by this
Customization Services Addendum. By accessing or using the Customization Service, you are accepting
this Customization Services 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 Customization
Services Addendum (on behalf of yourself or the entity that you represent). All references to the term
‘Customization Services Addendum’ herein will be deemed to include all of the terms and conditions of
the extent there is any conflict between the terms of this Customization Services Addendum and the
Terms of Service, the terms of this Customization Services 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
If you desire to engage Choozle to provide services related to the customization, modification, hosting or
enhancement of the Services for yourself or an end-user (“Customization Services”), and Choozle agrees
to perform such Customization Services, then this Customization Services Addendum and any applicable
SOW shall apply. Either party may terminate this Customization Services Addendum at any time upon
thirty (30) days written notice to the other party.
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 Customization Services 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 for any reason in its reasonable discretion. 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.
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 Customization
Services Addendum will be deemed accepted upon delivery to you.
You shall pay Choozle for all Services ordered by you or your Clients (as defined in the MSA) 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. Upon a
reasonable request, Choozle, or its designee may audit your books and records or the books and records of
your Clients to confirm your, or your Clients’, compliance hereunder, including any amounts payable.
2. OWNERSHIP; LICENSE
2.1.1. “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.
2.1.2. “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 Customization Services 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 Customization Services Addendum, the Company grants to
Choozle a non-exclusive, worldwide, fully paid up a royalty-free license, to use any trademarks, service
marks, or logos provided by you (the “Company Marks”) in connection with providing the Services to
you. 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 Customization Services Addendum, including your payment of
all applicable fees under this Customization Services 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 its 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 Customization Services Addendum are deemed withheld. You shall
ensure that your Clients and users agree to the Terms of Services of use for the Services or any other
terms provided by Choozle. You shall be responsible for the acts and omissions of your Users and Clients
and shall ensure that your Clients agree to these Terms of Service and the MSA and any applicable
SOW(s). You shall cooperate with Choozle in connection with collecting any payments owed to Choozle
Except as expressly allowed by this Customization Services Addendum, You shall not: (i) distribute,
lease, license, sublicense, or otherwise disseminate the Customization 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 Customization
Services or any component or portion thereof; (iii) sell, license, or otherwise distribute the Customization
Services or any component or portion thereof; (iv) make any copies of the CustomizationServices or any
component or portion thereof; or (v) use any portion of the Customization 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 CustomizationServices and will not operate or combine the Customization Services with
other products, materials or services in a manner inconsistent with the uses contemplated in this
Customization Services 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
CustomizationServices 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 Customization
Services (even when Content is posted by others who have access to the Service through you) and
represent that you have 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
Customization Services 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 Customization Services Addendum. Any claim under this warranty
must be made to Choozle in writing.