Thank you for signing up for a subscription with RockYourAd, Inc. ("RockYourAd", "we" or "us"). By placing an order, clicking to accept this Agreement, or using or accessing any RockYourAd Service or related services, you agree to all the terms and conditions of this Terms of Service Agreement ("Agreement"). Please note that we may modify this Agreement as further described in the amendments section below, so you should make sure to check this page from time to time. This Agreement includes any Order Forms as well as any policies or exhibits linked to or referenced herein.
RockYourAd provides a suite of services that allows subscribers to promote and\or enhance their web and mobile products. To accomplish this, Customer first selects the Plan they are intending to purchase then introduces the website they want to promote. Depending on the chosen options RockYourAd specialists will plan out future campaigns for the Client and implement them within the timeframes selected by the Client during the first phase.
1. "Affiliate" means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, where "control" means either the power to direct the management or affairs of such entity or ownership of 50% or more of the voting securities of such entity.
2. "Aggregate/Anonymous Data" means: (i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to Customer or its Visitors and (ii) anonymous learnings, logs and data regarding use of the RockYourAd Services.
3. "Authorized Users" means Customer’s employees and contractors (such as marketing consultants) who are acting for Customer's benefit and on its behalf.
4. "Confidential Information" means code, inventions, know-how, product plans, inventions, technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
5. "Content" means text, images, videos or other content created by any of the parties within the Agreement. This Content becomes public upon being used, so Customer should only provide Content that it wishes others to see.
6. "Customer Data" means: (i) Content; (ii) Submitted Data; (iii) Visitor Data; and (iv) any other Customer Data.
7. "Customer Property or Properties" means the (i) Customer Sites; (ii) Customer Apps; or (iii) other types of platforms or properties specified in the applicable Order Form.
8. "Customer Sites" means the web domains and subdomains expressly identified in the applicable Order Form.
9. "RockYourAd Service" means the specific proprietary know-how service of RockYourAd specified in Customer’s Order Form, including, but not limited to: generating Content, creating Strategies, and analyzing Data. "RockYourAd Services" do not include any Third Party Product.
10. "RockYourAd Technology" means the RockYourAd Services, any and all related or underlying documentation, technology, code, know-how, logos and templates (including in any reports or output obtained from the RockYourAd Service), anything delivered as part of support or other services.
11. "Order Form" means any RockYourAd ordering documentation or online sign-up or subscription flow that references this Agreement.
12. "Regulated Data" means: (i) any personally identifiable information (other than information about Authorized Users necessary to create user accounts); (ii) any patient, medical or other protected or regulated health information (including HIPAA-regulated data); or (iii) any government IDs, financial information (including bank account or payment card numbers) or any other information subject to regulation or protection under specific laws or regulations (including data covered under the Gramm-Leach-Bliley Act or related rules or regulations).
13. "Scope of Use" means the usage limits or other scope of use descriptions for the RockYourAd Service included in the applicable Order Form or Documentation. These include any numerical limits on Visitors or Authorized Users, descriptions of product feature levels and names or numerical limits for Customer Properties.
14. "Submitted Data" means data uploaded, inputted or otherwise submitted by Customer to the RockYourAd Service, including Third Party Content.
15. "Subscription Term" means the initial term for the subscription to the RockYourAd Service, as specified on Customer’s Order Form(s), and each subsequent renewal term (if any).
16. "Third Party Content" means content, data or other materials that Customer provides to the RockYourAd Services from its third-party data providers.
17. "Visitor" means any end user of a Customer Property.
18. "Visitor Data" means the data concerning the characteristics and activities of Visitors on the Customer Properties collected for Customer by the RockYourAd Service.
1. Use of RockYourAd Services. Subject to all terms and conditions of this Agreement, RockYourAd grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license during the applicable Subscription Term to access and use the RockYourAd Service designated on Customer’s Order Form solely for Customer’s internal business purposes, but only in accordance with this Agreement.
2. Use by Others. Customer may permit its Authorized Users to use the RockYourAd Service provided their use is for Customer’s benefit only and remains in compliance with this Agreement. Customer will be responsible and liable for all Authorized Users’ use and access and their compliance with the terms and conditions herein.
3. General Restrictions. Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, sublicense or provide access to the RockYourAd Service to a third party (except Authorized Users as specifically authorized above); (ii) incorporate the RockYourAd Service (or any portion thereof) into, or use it with or to provide, any site, product or service, other than on Customer Properties owned-and-operated by Customer and as specifically permitted above; (iii) use the RockYourAd Service (or any portion thereof) for time sharing purposes or for a third party’s benefit; (iv) publicly disseminate information regarding the performance of the RockYourAd Service (which is deemed RockYourAd’s Confidential Information); (v) modify or create a derivative work of the RockYourAd Service or any portion thereof; (vi) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas or algorithms to any RockYourAd Service, except to the extent expressly permitted by applicable law and then only upon advance notice to RockYourAd; (vii) break or circumvent any security measures or rate limits for RockYourAd Services; (ix) remove or obscure any proprietary or other notices contained in the RockYourAd Service including in any reports or output obtained from the RockYourAd Service.
1. Rights in Customer Data. As between the parties, Customer retains all right, title and interest (including any intellectual property rights) in and to the Customer Data, all Customer Properties and all content contained therein. Customer hereby grants RockYourAd a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify and create derivative works of the Customer Data solely to the extent necessary to provide the RockYourAd Service and related services to Customer and as otherwise provided below. For Content, this includes the right to publicly display and perform Content and the Customer Properties (including derivative works and modifications) as directed by Customer through the RockYourAd Service.
2. Aggregate/Anonymous Data. Customer agrees that RockYourAd will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the parties agree that Aggregate/Anonymous Data is RockYourAd Technology, which RockYourAd may use for any business purpose during or after the term of this Agreement (including without limitation to develop and improve RockYourAd’s products and services and to create and distribute reports and other materials). RockYourAd will not distribute Aggregate/Anonymous Data in a manner that personally identifies Customer or its Visitors.
3. Security. RockYourAd agrees to maintain technical and organizational measures designed to secure its systems from unauthorized access, use or disclosure. These measures will include: (i) storing Customer Data on servers located in a physically secured location and (ii) using firewalls, access controls and similar security technology designed to protect Customer Data from unauthorized disclosure. RockYourAd takes no responsibility and assumes no liability for any Customer Data other than its express security obligations in this Section.
4. Storage. RockYourAd does not provide an archiving service. During the Subscription Term, Customer acknowledges that RockYourAd may delete Content no longer in active use. RockYourAd expressly disclaims all other obligations with respect to storage.
RockYourAd makes available web-based support through its website. Additional support services may be available to Customer upon payment of applicable fees (if any). Any support services are subject to this Agreement and RockYourAd’s applicable support policies. The scope, pricing and other terms for these additional services will be set forth in an Appendix or other document referencing this Agreement. Customer may use anything delivered as part of these additional services internally during its Subscription Term to support its authorized use of the RockYourAd Service. RockYourAd’s ability to deliver services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the services. For avoidance of doubt, Customer retains ownership of any Confidential Information it provides to RockYourAd.
RockYourAd’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of RockYourAd. Customer will make tax payments to RockYourAd to the extent amounts are included in RockYourAd’s invoices. Some customers may have the option to pay by credit card. If Customer is paying by credit card, it authorizes RockYourAd to charge fees and other amounts automatically to Customer’s credit card without invoice. Unless otherwise specified in an Order Form, such charges typically occur monthly in advance, though overage fees (if any) may be charged in arrears. Payments are non-refundable and non-creditable and payment obligations non-cancellable.
1. Term. This Agreement is effective until all Subscription Terms for the RockYourAd Service have expired or are terminated as expressly permitted herein.
2. Subscription Term and Renewals. By placing an Order Form for purchase of an RockYourAd Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer cannot cancel or terminate a Subscription Term except as expressly permitted by Section 9.4 (Termination for Cause). Each Subscription Term will automatically renew for additional successive periods selected by Customer unless: (i) otherwise stated on the applicable Order Form or (ii) Customer changes the automatic renewal settings in his Account at least fourteen (14) days before the end of the then-current Subscription Term. Pricing for any Subscription Term renewal, new Order Form or Order Form change will be at RockYourAd’s then-applicable rates.
3. Suspension of Service. RockYourAd may suspend Customer’s access to the RockYourAd Service if Customer’s account is overdue. RockYourAd may also suspend Customer’s access to the RockYourAd Service, remove Customer Data or disable Third Party Products if it determines that: (a) Customer has breached Sections 4 (Use Rights) or 6 (Customer Obligations) or (b) suspension is necessary to prevent harm or liability to other customers or third parties or to preserve the security, stability, availability or integrity of the RockYourAd Service. RockYourAd will have no liability for taking action as permitted above. For avoidance of doubt, Customer will remain responsible for payment of fees during any suspension period. However, unless this Agreement has been terminated, RockYourAd will cooperate with Customer to restore access to the RockYourAd Service once it verifies that Customer has resolved the condition requiring suspension.
4. Termination for Cause. Either party may terminate this Agreement, including any related Order Form, if the other party: (i) fails to cure any material breach of this Agreement (including a failure to pay fees) within fourteen (14) days after written notice detailing the breach; (ii) ceases operation without a successor; or (iii) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter). RockYourAd may also terminate this Agreement or any related Order Forms immediately if Customer breaches Sections 4 (Use Rights) or 6 (Customer Obligations) or for repeated violations of this Agreement.
5. Effect of Termination. Upon any expiration or termination of this Agreement or an Order Form: (i) Customer’s license rights shall terminate and it must immediately cease use of the applicable RockYourAd Service(s) (including any related RockYourAd Technology), and (ii) Customer’s right to access any Customer Data in the applicable RockYourAd Service will cease and RockYourAd may delete any such data in its possession at any time. If RockYourAd terminates this Agreement for cause as provided in Section 9.4 (Termination for Cause), any payments for the remaining portion of the Subscription Term will become due and must be paid immediately by Customer. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
6. Survival. The following Sections survive any expiration or termination of this Agreement: 2 (Definitions); 3 (Account Registration and Use); 4.3 (General Restrictions); 5.1 (Rights in Customer Data); 5.2 (Aggregate/Anonymous Data); 8 (Fees and Payment); 9 (Term and Termination); 10 (Confidential Information); 11 (RockYourAd Technology); 12 (Indemnification); 13 (Disclaimers); 14 (Limitations of Liability); 15 (Third-Party Products and Integrations); and 16 (General).
1. Obligation of Confidentiality. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know, provided that such party remains responsible for any recipient’s compliance with the terms of this Section 10 and these recipients are bound to confidentiality obligations no less protective than this Section.
2. Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
3. Remedies. The parties acknowledge that disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
1. Ownership and Updates. This is a subscription agreement for access to and use of the RockYourAd Service. Customer acknowledges that it is obtaining only a limited right to use the RockYourAd Service and that irrespective of any use of the words "purchase", "sale" or similar terms, no ownership rights are transferred to Customer under this Agreement. Customer agrees that RockYourAd (or its suppliers) retains all rights, title and interest (including all intellectual property rights) in and to all RockYourAd Technology (which is deemed RockYourAd’s Confidential Information) and reserves any licenses not specifically granted herein. The RockYourAd Service is offered as an on-line product.
2. Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to RockYourAd (collectively, "Feedback"), Customer hereby grants RockYourAd a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute and exploit any such Feedback in any manner without any obligation, payment or restriction based on intellectual property rights or otherwise. Nothing in this Agreement limits RockYourAd’s right to independently use, develop, evaluate or market products, whether incorporating Feedback or otherwise.
Customer will indemnify and hold RockYourAd harmless from and against any third-party claims and related costs, damages, liabilities and expenses (including reasonable attorney’s fees) arising from or pertaining to any Customer Data, Customer Property (including services or products provided through such property), or breach or alleged breach of Section 6 (Customer Obligations). Customer also agrees to defend RockYourAd against these claims at RockYourAd’s request, but RockYourAd may participate in any claim through counsel of its own choosing and the parties will reasonably cooperate on any defense. Customer must not settle any claim without RockYourAd’s prior written consent if the settlement does not fully release RockYourAd from liability or would require RockYourAd to admit fault, pay any amounts or take or refrain from taking any action.
ALL ROCKYOURAD TECHNOLOGY AND RELATED SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. NEITHER ROCKYOURAD NOR ITS SUPPLIERS MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ROCKYOURAD MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ROCKYOURAD TECHNOLOGY WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. ROCKYOURAD DOES NOT GUARANTEE THAT SECURITY MEASURES WILL BE ERROR-FREE AND WILL NOT BE RESPONSIBLE OR LIABLE FOR UNAUTHORIZED ACCESS BEYOND ITS REASONABLE CONTROL. ROCKYOURAD WILL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY CUSTOMER PROPERTIES, THIRD PARTY PRODUCTS, THIRD PARTY CONTENT, OR NON-ROCKYOURAD SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS), FOR REGULATED DATA RECEIVED FROM CUSTOMER IN BREACH OF THIS AGREEMENT, FOR THE COLLECTION, USE AND DISCLOSURE OF CUSTOMER DATA AUTHORIZED BY THIS AGREEMENT, OR FOR DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON ROCKYOURAD TECHNOLOGY. CUSTOMER ACKNOWLEDGES THAT ROCKYOURAD IS NOT A BUSINESS ASSOCIATE OR SUBCONTRACTOR (AS THOSE TERMS ARE DEFINED IN THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT) AND THAT THE ROCKYOURAD SERVICE IS NOT HIPAA COMPLIANT. THE DISCLAIMERS IN THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL ROCKYOURAD OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ROCKYOURAD’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ROCKYOURAD FOR THE APPLICABLE ROCKYOURAD SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 14 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY ROCKYOURAD TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
If Customer uses Third Party Products in connection with the RockYourAd Services, those products may make Third Party Content available to Customer and may access Customer’s instance of the RockYourAd Service, including Customer Data. RockYourAd does not warrant or support Third Party Products or Third Party Content (whether or not these items are designated by RockYourAd as "powered", "verified" or otherwise) and disclaims all responsibility and liability for these items and their access to the RockYourAd Services, including their modification, deletion, disclosure or collection of Customer Data. RockYourAd is not responsible in any way for Customer Data once it is transmitted, copied or removed from the RockYourAd Services.
1. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that RockYourAd may assign this Agreement without consent to an affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 16.1 will be null and void.
2. Notices. Any notice or communication under this Agreement must be in writing. Customer must send any notices under this Agreement (including breach notices) to RockYourAd at the following address, firstname.lastname@example.org, and include "Attn. Legal Department" in the subject line. RockYourAd may send notices to the e-mail addresses on Customer’s account or, at RockYourAd’s option, to Customer’s last-known postal address. RockYourAd may also provide operational notices regarding the RockYourAd Service or other business-related notices through conspicuous posting of such notice on RockYourAd’s website or the RockYourAd Service. Each party hereby consents to receipt of electronic notices. RockYourAd is not responsible for any automatic filtering Customer or its network provider may apply to email notifications.
3. Publicity. Unless otherwise specified in the applicable Order Form, RockYourAd may use Customer’s name, logo and marks (including marks on Customer Properties) to identify Customer as an RockYourAd customer on RockYourAd’s website and other marketing materials.
4. Subcontractors. RockYourAd may use subcontractors and permit them to exercise the rights granted to RockYourAd in order to provide the RockYourAd Service and related services under this Agreement. These subcontractors may include, for example, RockYourAd’s hosted service and CDN providers. However, subject to all terms and conditions herein, RockYourAd will remain responsible for: (i) compliance of its subcontractors with the terms of this Agreement; and (ii) the overall performance of the RockYourAd Services if and as required under this Agreement.
5. Subpoenas. Nothing in this Agreement prevents RockYourAd from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but RockYourAd will use commercially reasonable efforts to notify Customer where permitted to do so.
6. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
7. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (except payment obligations) if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
8. Export. Customer is responsible for obtaining any required export or import authorizations for use of the RockYourAd Services. Customer represents and warrants that it, its affiliates, and its Authorized Users are not on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country. Customer must not access or use the RockYourAd Service in violation of any U.S. export embargo, prohibition or restriction.
9. Amendments; Waivers. RockYourAd may update or modify this Agreement from time to time. If RockYourAd modifies the Agreement during Customer’s Subscription Term, the modified version will take effect upon Customer’s next Subscription Term renewal, except that: (i) changes to the policies referenced herein (such as the Acceptable Use Policy) will take effect thirty (30) days from the date of posting; (ii) if RockYourAd launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance. If Customer does not agree to the updated Agreement after it takes effect, Customer will no longer have the right to use the RockYourAd Service. Except as otherwise described in this Section, any modification or amendment to this Agreement must be made in writing and signed by a duly authorized representative of each party (each in its discretion). No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by a duly authorized representative of the waiving party.
10. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
11. No Third Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement. Customer acknowledges that each Order Form only permits use by and for the legal entity or entities identified in the Order Form and not any affiliated entities.
12. Attorneys’ Fees and Costs. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs for the action.
13. Entire Agreement. This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the RockYourAd Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect.
14. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement shall be the state courts located in Santa Clara County, California or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts.
15. U.S. Government Use. The RockYourAd Services are based upon commercial computer software. If the user or licensee of an RockYourAd Service is an agency, department or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the RockYourAd Service, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The RockYourAd Services were developed fully at private expense. All other use is prohibited.