Terms of Service
Welcome to Olo! By using our services, you agree to the following terms and conditions. Please read them carefully before using Olo.
General Partner Conditions
Acceptance, availability, and modification of general conditions in Olo.
This document outlines the General Partner Conditions (referred to hereafter as "Conditions") that govern the relationship between OloClick Ltd("Olo"), located in 42 Market Avenue Westminster London W1B 4DE UK, and the partners and users of Olo services (referred to hereafter as "Partner").
Olo reserves the right to modify these Conditions for justified reasons, such as updating to reflect changes in legislation, service offerings, or to evolve processes. Olo will inform partners of such modifications through the terms' URL or by email as soon as possible. If you have questions, you should first contact us.
Notice: OloClick Ltd ("the Company") does not conduct any business activities within the Russian Federation. The Company has no operations, subsidiaries, representatives, agents, or any form of business engagement in Russia. Any claims or representations suggesting otherwise are false and should be disregarded.
Publishers
These Terms of Service and the Insertion Order (together, this "Agreement") are entered into as of the date ("Effective Date") specified in the applicable Insertion Order by and between the Publisher (details of which are specified in the Insertion Order) and Olo ("Company"). Each of Olo and Publisher will be referred to as a "Party," and collectively as the "Parties."
Definitions
1.1. "Ad" Content such as text messaging, audio and video files, rich media, banners, buttons, pop-ups, pop-unders, interstitial lightboxes, and text links, generally used as advertisements.
1.2. "Advertiser" An entity that makes Ads available on the Platform.
1.3. "Platform" The Company's technology that allows Publishers to present Ads on the Publisher's Media.
1.4. "Applicable Law" All relevant directives, laws, regulations, and industry standards, including those applicable to End Users at their location and those of the United States and the European Union and its Member States.
1.5. "End User" Individual human end users of the Media.
1.6. "Confidential Information" All information regarding the Solution, Platform, or any other information disclosed to the Publisher, must be deemed the Company's Confidential Information unless it falls under certain exceptions outlined herein.
1.7. "Tag" Code that requests an Ad from the Platform, such as JS Tag or SDK in mobile applications.
1.8. "Inventory" Internet assets in the Publisher's Media where Ads are displayed, which are sold to Advertisers through the Platform.
1.9. "Media" Websites, applications, mobile sites, and mobile apps owned or controlled by Publisher or for which the Publisher has the contractual right to present and sell Ads.
1.10. "PP" The Privacy Policy available on the Platform.
1.11. "Solution" The Platform and its elements, including the methods, tools, and other intellectual property of the Company.
License
2.1. The Company grants the Publisher a limited, non-exclusive, non-assignable, and non-transferable right to place the Tag on its Media and remotely access the Platform solely to present Ads during the Term. All other rights are reserved by the Company.
2.2. The Publisher cannot: (a) resell, sublicense, lease, or distribute its right to access the Solution; (b) reverse engineer or modify the Solution; (c) access the Solution for building a competitive product; or (d) authorize or permit a direct competitor to access the Solution.
2.3. The Publisher is responsible for the actions of its agents or permitted subcontractors and must ensure compliance with this Agreement.
Publisher's Representations and Warranties
3.1. The Publisher represents that it owns and controls the Media, has the authority to enter into this Agreement, and will comply with all Applicable Laws and terms herein.
3.2. The Publisher must implement the Tag according to the Company's instructions.
3.3. The Publisher may not modify the Tag or Ads without prior authorization and must comply with all trafficking instructions provided by the Company.
3.4. The Publisher is solely responsible for the Media, use of the Solution, and compliance with Applicable Laws, and must obtain all necessary rights to display Ads.
3.5. The Publisher must not attempt to copy, modify, or interfere with the Solution, transfer personally identifiable information, target sites directed at children under 18, or make available illegal content in connection with the Solution.
3.6. The Publisher must comply with Applicable Laws and obtain End User consent to use cookies, track data, and provide transparency about data practices in compliance with the Company's Privacy Policy.
3.7. The Publisher will not act in violation of these terms.
Payment Terms
4.1. The Company will pay the Publisher within 30 days following the end of each month (Net+30) based on Publisher Earnings. Publisher Earnings will be based on actual amounts received by the Company, less System Fees and Reconciliation Adjustments.
4.2. All numbers related to Ads for billing and payment purposes are based on the Company's reporting system, which is binding on the Publisher.
4.3. Publisher Earnings and System Fees will be determined based on the numbers reported in the Platform. The Company reserves the right to withhold Publisher Earnings under certain conditions, such as when Publisher's activity is deemed prohibited or deceptive.
4.4. Advertisers may refuse to pay for fraudulent or artificially inflated impressions, clicks, or actions, which may impact the Publisher's earnings.
4.5. In case of detected fraudulent activity, the Company may suspend the Publisher's account and withhold payments.
4.6. All payments will be made in U.S. dollars, exclusive of any applicable taxes, which are the Publisher's responsibility.
Term and Termination
5.1. This Agreement remains in effect from the date of account registration until terminated as provided herein.
5.2. The Company may suspend access or terminate the Agreement if it believes the Publisher is engaged in prohibited activity or if the Publisher's continued use is likely to harm the Company or other users.
5.3. The Company may terminate this Agreement for convenience without notice.
5.4. Upon termination, the Publisher must cease using the Solution, remove the Tag, and pay all owed amounts.
Confidential Information
6.1. The Receiving Party must not use or disclose any Confidential Information from the Disclosing Party, except as authorized in writing. Reasonable care must be used to protect Confidential Information.
6.2. Confidential Information may be disclosed if required by law, with prior notice to the Disclosing Party.
6.3. Upon termination, the Receiving Party must return or destroy all Confidential Information of the Disclosing Party.
Indemnification
7.1. The Publisher must indemnify the Company against any damages, costs, or liabilities arising from any breach of representations or warranties.
7.2. If a third-party claims that use of the Solution violates their rights, the Company will take steps to modify or procure the necessary rights, or terminate the Publisher's use.
7.3. The Solution is provided "as is" without warranties. The Company does not guarantee uninterrupted operation or liability for any content provided through Media or the Solution.
Limitation of Liability
8.1. Neither Party is liable for indirect, special, or consequential damages. Publisher's liability is limited to the lower of $10,000 or the amount received by the Company under this Agreement in the previous 30 days.
8.2. No action may be brought under this Agreement more than six months after the cause of action has occurred, except for non-payment actions.
Olo Advertisers Agreement
1. Background & Definitions
Thank you for choosing Olo's Publisher services for your online advertising needs. By choosing to use our services, you agree to the following terms as outlined in this agreement ("Agreement"). The Publisher will conduct marketing campaigns to promote advertising content (such as text links, URLs, and banner ads) ("Ad Units") provided by the Advertiser in accordance with the terms provided herein. The Advertiser shall make payments to the Publisher as specified in the real-time bidding platform ("Platform").
2. Advertiser's Account
The Advertiser is solely responsible for ensuring the accuracy of all information it provides when accessing the Platform and/or Publisher services (such as entering bid prices, bid criteria, and destination URLs). The Advertiser must diligently protect its account password and take all measures to prevent unauthorized access. The Advertiser is solely responsible for any unauthorized usage. If the Advertiser's account has been compromised or used in an unauthorized manner, they must immediately notify the Publisher. The Advertiser is responsible for periodically reviewing its account and account activity.
3. Reporting
All numbers regarding Ad Unit distribution for billing and payment purposes shall be based on the Publisher's reporting system. The Publisher will provide the Advertiser with automated reports at least weekly through the Platform. The parties agree that the Publisher's reports and winning bids (as recorded and/or calculated in the Publisher's logs) shall be deemed sole and binding evidence regarding amounts owed and shall be final for the Advertiser. The Publisher may use tracking technology in Ad Units (such as tracking pixels or other mechanisms) to observe and record Ad Unit performance.
4. Bidding & Payment
By bidding on ad inventory through the Platform, the Advertiser makes a programmatic offer to purchase the inventory. If accepted, the Advertiser has purchased the ad inventory ("Purchase"). Purchases are non-cancellable. The Advertiser shall prepay by adding funds to its account balance on the Platform. Payments will be deducted for every Action performed in the Target Countries as specified in the Platform. "Action" refers to a thousand Impressions, and "Impression" means displaying Ad Units to an end user viewing a web page. Payments may be made via PayPal or Wire Transfer, subject to the Publisher's approval, and all payments will be in U.S. dollars.
5. Cancellation
The Publisher may cancel a campaign and terminate this Agreement immediately without notice to the Advertiser. Upon termination, the Advertiser shall immediately pay the Publisher all amounts owed. The Advertiser may terminate this Agreement by deleting their account, subject to prior written notice to the Publisher. In this case, the Publisher will refund unused funds, minus a 15% administrative fee, within 30 days.
6. Intellectual Property
The Advertiser retains exclusive rights, title, and interest to the Ad Units and any marketing material provided to the Publisher. The Publisher has no rights therein except the limited right to use marketing materials as specified and to allow end users to interact with Ad Units. The Publisher retains exclusive rights to the Platform, its trademarks, software, and related documentation. This section will survive the termination or expiration of this Agreement.
7. Advertiser's Obligations
The Advertiser will uphold the highest ethical and commercial standards. The Advertiser acknowledges that the Publisher is not obligated to distribute Ad Units through specific sites and has independently evaluated the desirability of utilizing the Publisher's software and services. The Advertiser is not relying on any representation or guarantee outside of this Agreement.
8. Confidentiality
Confidential information and/or proprietary data provided by one party ("Discloser") to the other party ("Recipient") will be deemed "Confidential Information." Confidential Information should not be disclosed to anyone except those with a need to know and bound by written confidentiality obligations. The Recipient shall not use Confidential Information for any purpose other than as provided under this Agreement. End user information who interacted with the Publisher's software is considered Confidential Information. This section shall survive the termination or expiration of this Agreement.
9. Business Operations
Each party will make reasonable efforts to keep its website operational during normal business hours. System downtime is expected, and neither party shall hold the other liable for any consequences of such interruptions. Advertiser acknowledges that configuration changes in Ad Unit distribution must be approved in writing and may require up to 48 hours to implement. The Publisher may also make changes (such as editorial adjustments) to Ad Units provided.
10. Relationship of Parties/Third-Party Rights
The relationship between the parties to this Agreement is solely that of independent contractors. Nothing in this Agreement shall be construed to create an employer-employee, joint venture, association, or partnership relationship between the parties.
11. Force Majeure
Except for payment obligations, neither party shall be liable for any delay or failure to perform under this Agreement due to causes beyond their reasonable control, including but not limited to electrical outages, ISP failures, riots, war, fires, floods, or other acts of God.
12. Representations
Each party represents that they have the authority to enter into this Agreement and that this Agreement is legally binding. The Advertiser represents that the Ad Units and associated content comply with Applicable Law and will not infringe upon third-party rights or harm the Publisher's goodwill. The Advertiser will also comply with all applicable laws.
13. Limitation on Liability
In no event shall the Publisher be liable for incidental, indirect, special, or consequential damages, including loss of profits, business interruption, or information loss. The Publisher's total liability shall not exceed the lower of $10,000 or the amount received under this Agreement during the 30 days preceding the claim.
14. Disclaimer
The Publisher's Platform, software, and services are provided "as is" and "as available" without any warranties, express or implied. The Publisher does not guarantee error-free operation or uninterrupted services.
15. General
This Agreement supersedes all prior agreements. Conflicting terms between agreements will be resolved in favor of this Agreement. The Advertiser may not assign this Agreement without the Publisher's prior consent. The Agreement will be governed by UK law, and any disputes shall be resolved in London courts. Amendments or guidelines issued by the Publisher will be binding upon the Advertiser within 48 hours of notification.
