Terms of Serve & Usage Policy
The Service Agreement serves to govern the working relationship between Bamboo AdNetwork, a Division of Travidia Inc.(Travidia) and Dealer, and provides Bamboo AdNetwork permission to upload and distribute represent the Bamboo AdNetwork for the purposes of uploading and distributing Dealer inventory across the specified online channels for purpose of generating online leads.
Bamboo AdNetwork will upload or scrape inventory, distribute the inventory across specific channels to provide email and phone leads for specific vehicles. Leads will be sent to Dealer via email for acceptance or rejection. Upon acceptance, Dealer will be charged a per lead cost outlined under Fees and Term. If leads are not accepted or rejected within 24 hours (unclaimed), leads will stored in Bamboo AdNetwork data warehouse and become property of Travidia. Rejected leads will be automatically stored in Bamboo AdNetwork data warehouse.
Accepted leads cost $25.00 for an exclusive inventory-based lead, or $5.00 for a general lead, and will be billed automatically upon acceptance. Rejected or unclaimed leads will not be charged to Dealer.
Release.
Dealer releases Travidia from responsibility for any content distributed through the Bamboo AdNetwork. This release by Dealer includes, but is not limited to, the following:
i) accuracy or completeness of any posted vehicle price; ii) availability for sale of any advertised vehicle; iii) accuracy of the mileage of any advertised vehicle; iv) condition or history of any advertised vehicle.This Agreement shall in no way limit Travidia’s right to sell directly or indirectly any product or service to any current or prospective customers
Travidia releases Dealer from responsibility for any content distributed through the Bamboo AdNetwork. This release by Dealer includes, but is not limited to, the following:
i) accuracy or completeness of any posted vehicle price; ii) availability for sale of any advertised vehicle; iii) accuracy of the mileage of any advertised vehicle; iv) condition or history of any advertised vehicle.
This Agreement shall in no way limit Dealer’s right to sell directly or indirectly any product or service to any current or prospective customers
Payment. Accepted leads are due and payable upon acceptance.
Travidia Ownership. Nothing herein shall be deemed any transfer of any right, title or interest by Travidia in regards to Travidia’s intellectual property, including without limitation, to the licensed materials and all intellectual property rights related thereto. Without limiting the foregoing, Dealer agrees that all code, software (including without limitation user interface software), programs, applications, compilations, modifications, improvements and enhancements made on behalf of the Dealer or independently, are the sole property of Travidia.
Content Disclaimer. Travidia exercises no control over and accepts no responsibility for the content of the information passing through the network (Internet), Dealer equipment, information and content provided by Travidia or Dealer suppliers and content providers or Dealer-provided content, or information Travidia sources from the inventory of the Dealer. Travidia specifically denies any responsibility for the accuracy, completeness, defects, virus and/or quality of information obtained through the network (Internet), Dealer equipment, information, services and content provided by suppliers and third parties, service equipment, or Dealer-provided content and use of any information obtained via the network by Dealer’s end-users.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Indemnity. Subject to the terms and conditions of this Agreement, each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party, its divisions, successors and assigns, their respective officers, directors, employees and agents (the “Indemnified Parties”) from and against any and all third party claims, demands or suits (each a “Claim”)
that (1) the Licensed Materials (where Travidia is the Indemnifying Party) or (2) the Dealer Materials and Dealer Marks (where Dealer is the Indemnifying Party), infringe, misappropriate or violate the copyrights, trade secrets, trademarks and/or U.S. Patents of a third party and pay all losses, damages, liabilities awarded against the Indemnified Parties or incurred in any final settlement of the indemnified Claim.. The Indemnifying Party shall indemnify the Indemnified Party from and against any and all final judgments or amounts that are paid in a settlement approved by the Indemnifying Party.
Exclusions. The Indemnifying Party shall not be liable to the Indemnified Party to the extent any claim results proximately from the negligent or willful misconduct of the Indemnified Party. Notwithstanding anything to the contrary herein, Travidia shall have no obligation to indemnify, defend or hold Dealer harmless in situations where: (1) Dealer fails to comply with its obligations and/or the specification(s) in this Agreement; (2) Dealer uses the Licensed Materials in connection with other products and/or services not provided by Travidia; (3) such claim, action, suit or proceeding relates to modifications, changes or additions to the Licensed Materials not performed by Travidia but at the request of Dealer; (4) Dealer uses the Licensed Materials in a manner inconsistent with this Agreement, Documentation, its intended design, purpose or written instructions or specifications or (5) Dealer fails to promptly cease use of the Licensed Materials following the provision of updates or corrections by Travidia. In the event any claim, suit or proceeding is based partially on an indemnified claim and partially on a non-indemnified claim, or is based partially on a claim indemnified by one party and partially on a claim indemnified by the other party, liability under this Section 12 in connection with such claims, suits or proceedings is to be apportioned between the parties in accordance with the degree of cause attributable to each party.
Defense and Settlement Procedure. The Indemnifying Party’s obligation to indemnify the Indemnified Party shall be contingent on the Indemnified Party providing to the Indemnifying Party prompt written notice of such a claim or suit, sole control of the defense of such claims, suits or proceedings using counsel having expertise in handling cases of the same subject matter and magnitude in the same jurisdiction. The Indemnified Party shall have the right to monitor (at its own expense) the defense and settlement of any claims, suits or proceedings. Neither Party shall bind the other Party in settlement, without the other Party’s prior written consent, which may not be unreasonably withheld.
BOTH PARTIES AGREE THE FOREGOING STATES THE ENTIRE LIABILITY OF EACH PARTY AND THE EXCLUSIVE REMEDY FOR THE OTHER PARTY RELATING TO THIRD PARTY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR CLAIMS OF INFRINGEMENT MADE HEREUNDER.
Limitation of Liability.
(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, DELIVERABLES, INABILITY TO USE THE SERVICES, SERVICES, DOCUMENTATION, DATA OR GOODWILL, OR LEGAL FEES & EXPENSES), WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR NEGLIGENCE OR OTHER ACTIONS. Neither Party’s liability to the other Party for shall exceed the total amount paid to Travidia BY CLIENT under this Agreement. The limitation of liability in the previous sentence shall not apply to 1) claims arising from the Dealer’s obligations to pay fees hereunder; 2) breach of licenses granted; 3) breach of confidentiality obligations; 5) claims arising from the gross negligence or material willful misconduct of a Party hereto; 6) claims of misappropriation of the other Party’s Intellectual Property rights; or 7) either Party’s Indemnity obligations hereunder.
(b) No claim arising out of this Agreement, regardless of form, may be brought by either Party or an other third party more than two (2) years after the date the cause of action has accrued.
(c) Each Party hereby acknowledges that the other Party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of bargain between the Parties.
Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, DELIVERABLES, INABILITY TO USE THE SERVICES, SERVICES, DOCUMENTATION, DATA OR GOODWILL, OR LEGAL FEES & EXPENSES), WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY OR NEGLIGENCE OR OTHER ACTIONS. Neither Party’s liability to the other Party for shall exceed the total amount paid to Travidia BY DEALER under this Agreement.
Entire Agreement. This Agreement constitutes the complete and entire agreement of the Parties with respect to the subject matter hereof and supersedes all previous and contemporaneous agreements, oral or written, and all other communications relating to such subject matter. No representations, warranties or statements of any kind made by either Party, which are not expressly stated in this Agreement, shall be binding on such Party. This Agreement may be modified only in a writing signed by both Parties’ authorized representatives.
Governing Law; Jurisdiction; Venue: This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to its principles of conflicts of laws. Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California located in Butte County or the appropriate federal court having subject matter jurisdiction of the dispute and encompassing Butte County California, (the “California Courts”) for any litigation arising out of or relating thereto except in such courts), waives any obligation to the laying of venue of any such litigation in the California Courts and agrees not to plead or claim in any California Court that such litigation brought therein has been brought therein has been brought in an inconvenient forum.
Privacy Policy
Most pages on Bamboo AdNetwork can be viewed without submitting any personal information. Your privacy is a priority to us, and we go to great lengths to protect it. Please take a moment to read the following to learn more about Bamboo AdNetwork's privacy policy, including what type of information is gathered, how the information is used and for what purposes, to whom we disclose the information, and how we safeguard your personal information.
Website Visitors
Except as described below, Bamboo AdNetwork does not collect or require visitors of www.bambooadnetwork.com ("Website") to furnish personally identifying information such as names, email addresses and phone numbers. Bamboo AdNetwork collects non-personally identifying information such as the browser type, language preference, referring site, and date and time of each visitor request. Bamboo AdNetwork also collects potentially personally identifying information which are non-personally-identifying in and of themselves but could be used in conjunction with other information to personally identify you, such as Internet Protocol ("IP") addresses.
Bamboo AdNetwork's purpose in collecting this information is to better understand how Bamboo AdNetwork's visitors use the Website. To that end, Bamboo AdNetwork may share potentially personally identifying information with its employees, contractors and affiliated organizations. Bamboo AdNetwork may also release non-personally-identifying information about visitors, e.g. by publishing a report on Website usage trends. Otherwise, Bamboo AdNetwork will not publicly release potentially personally identifying information except under the same circumstances as Bamboo AdNetwork releases personally identifying information. Those circumstances are explained in detail below.
Collection of Personally Identifying Information
Certain Website visitors choose to interact with Bamboo AdNetwork in ways that require Bamboo AdNetwork and others to know more about them (such as requesting a demo or signing-up for a trial). The amount and type of information that Bamboo AdNetwork gathers from Users depends on the nature of the interaction. You can always refuse to supply personally-identifying information to Bamboo AdNetwork, with the understanding that it may prevent you from engaging in certain activities on or related to the Website.
Disclosure of Certain Personally Identifying Information
Bamboo AdNetwork discloses potentially personally-identifying and personally-identifying information only to those of its employees, contractors and affiliated organizations that (i) need to know that information in order to process it on Bamboo AdNetwork's behalf or to provide services available at Bamboo AdNetwork's websites, and (ii) that have agreed not to disclose it to others. Bamboo AdNetwork will not rent or sell potentially personally identifying and personally identifying information to anyone. Other than to its employees, contractors and affiliated organizations, as described above, Bamboo AdNetwork discloses potentially personally-identifying and personally-identifying information only when required to do so by law, or when Bamboo AdNetwork believes in good faith that disclosure is reasonably necessary to protect the property or rights of Bamboo AdNetwork, third parties or the public at large. If you are a registered user of an Bamboo AdNetwork website and have supplied your email address, Bamboo AdNetwork may occasionally send you an email to tell you about new features, solicit your feedback, or just keep you up to date with what's going on with Bamboo AdNetwork and our products.
Cookies
Bamboo AdNetwork's Web site may use cookies to help Bamboo AdNetwork identify and track visitors, their usage of the Web site, and their Web site access preferences across multiple requests and visits to Bamboo AdNetwork's Web site. Bamboo AdNetwork visitors who do not wish to have cookies placed on their computers by Bamboo AdNetwork should set their browsers to refuse cookies before linking to the Website. Certain features of the Website may not function properly without the aid of cookies.
Protection of Certain Personally-Identifying Information
Where Bamboo AdNetwork has collected personally-identifying information subject to one of the exceptions described in the Collection of Personally-Identifying Information section, above, it may disclose that information to Bamboo AdNetwork employees, contractors and affiliated organizations that need to know such information in order to process it on Bamboo AdNetwork's behalf and that have agreed not to disclose it to others. Some of those employees, contractors and affiliated organizations may be located outside of your home country; by using Bamboo AdNetwork's Web sites, you consent to the transfer of your information to them. Bamboo AdNetwork does not rent or sell such information to anyone.
Updating of Personally-Identifying Information
Bamboo AdNetwork permits Users to freely update and correct their personally identifying information as maintained by Bamboo AdNetwork. To do so, Users need only look for the links and other tools available on Bamboo AdNetwork's Web sites or contact Bamboo AdNetwork by email. If you no longer wish to receive materials distributed by Bamboo AdNetwork, you should unsubscribe by using the unsubscribe link located in the email message.
Privacy Policy Changes
Although changes are likely to be minor, Bamboo AdNetwork may change this Bamboo AdNetwork Privacy Policy from time to time. Any and all changes will be reflected on this page. Bamboo AdNetwork encourages visitors to frequently check this page for any changes to its Privacy Policy. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.
