Products Terms of Service

Effective Date: January 24, 2025

This adLLC Products Terms of Service (“Terms”) is a legally binding contract between adLLC and the Customer that purchases adLLC Products pursuant to an Order. These Terms are provided pursuant to the adLLC Customer Agreement in effect between the parties and, upon execution of an Order for adLLC Products, is incorporated into the Customer Agreement as of Customer’s first access to or use of adLLC Products. Capitalized terms not defined below have the meaning given to them in the Customer Agreement. All terms and conditions of the Customer Agreement apply to these Terms unless expressly stated otherwise. Should a conflict exist between these Terms, the terms in any applicable Order, and the Customer Agreement, the order of precedence is (1) the Order, (2) these Terms, then (3) the Customer Agreement.

To the extent that the adLLC Products purchased by Customer use Third-Party Services, such as Jira by Atlassian and/or Clarity by Broadcom, the use of such Third-Party Services are governed by the Atlassian Marketplace Terms of Use and related Atlassian terms and conditions for Jira apps, Broadcom Terms of Use and related Broadcom terms and conditions for Clarity. These are collectively referred to as “Partner Platforms” and the applicable terms the “Partner Terms”. If Customer does not agree with the Partner Terms, Customer is not authorized to use the applicable adLLC Product.

These Terms do not apply adLLC Products purchased directly through the Atlassian Marketplace, in which case our End User Agreement will govern your and your authorized users’ access to and use of adLLC Products.

1. adLLC Products. adLLC Products may be provided as cloud-based applications (“Cloud Applications“) or downloadable software-based applications (“Software Applications“). The License Fees, Usage Metrics, and other limitations applicable to Customer’s purchase and use of adLLC Products will be specified in an applicable Order. adLLC reserves the right, upon prior notice, to amend, modify, and stop providing adLLC Products to Customer and users generally or create usage limits for adLLC Products at any time in adLLC’s sole discretion; provided, however, that adLLC will not materially limit the features or functionality of adLLC Products without providing a pro-rata reduction in License Fees applicable to Customer’s use of adLLC Products impacted by the change.

2. Access to adLLC Products. Subject to the terms and conditions of the Customer Agreement as supplemented by these Terms, the payment of all applicable License Fees, and any limitations set forth in any incorporated agreements and policies, adLLC hereby grants Customer the following rights to adLLC Products purchased pursuant to an Order:

2.1 Cloud Applications. If Customer purchases a Cloud Application, adLLC grants Customer and its Authorized Users, during the applicable License Term, a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable right to access and use the Cloud Applications for Customer’s internal business purposes only and up to the Usage Metrics specified in an applicable Order.
2.2 Software Applications. If Customer purchases a Software Application, adLLC grants Customer and its Authorized Users, during the applicable License Term, a non-exclusive, non-transferable, non-assignable, non-sublicensable, and revocable license to download and use the Software Applications in object code only for Customer’s internal business purposes only and up to the Usage Metrics specified in an applicable Order.
2.3 Reservation of Rights. The rights granted under these Terms are for Customer only, and Customer may not transfer or otherwise share its rights under these Terms with any third parties other than Authorized Users. The rights granted in this Agreement are limited to adLLC’s and its licensor’s Intellectual Property Rights in adLLC Products. adLLC, its licensors, or designees reserve all rights not expressly granted in these Terms or the Customer Agreement.

3. adLLC Products Support and Updates. adLLC will make Updates available to Customer without levying an incremental fee. Certain updates may be deemed by adLLC as required to continue to use adLLC Products (“Required Updates“). Customer agrees to promptly install all Required Updates according to adLLC’s reasonable instructions. adLLC Products are maintained and receive periodic Updates and Upgrades through releases. adLLC will use reasonable efforts to schedule releases such that any impact on the availability and performance of adLLC Products is kept to a minimum, but makes no promise that adLLC Products will be available at all times. Customer acknowledges that any Updates or Upgrades to adLLC Products are entirely at adLLC’s discretion, and adLLC does not represent or guarantee that additional Updates or Upgrades will be made to adLLC Products unless otherwise agreed by adLLC. adLLC will provide Support Services, and Customer may request Support Services, according to the terms of the adLLC Products Service Support Agreement, as supplemented by an applicable Order entered between the parties.

4. Partner Platforms. Access to certain adLLC Products is provided through Partner Platforms and requires Customer to have a Partner Platform account (“Partner Account“). In such a case, Customer may only associate such adLLC Products with a Partner Account in which Customer is the owner. Customer agrees to keep its Partner Account and the contact information in the Partner Account accurate and current. Customer is responsible for maintaining the confidentiality of its Partner Account and all activities that occur under its Partner Account. Customer agrees to immediately notify adLLC of any unauthorized use of Customer’s Partner Account or any other security breach that may result in unauthorized access to adLLC Products. adLLC is not liable for any loss or damage arising from Customer’s failure to comply with this Section.

5. Authorized Users. Customer may grant access to all or portions of adLLC Products to its Authorized Users. adLLC Products may be sold based on the Usage Metrics specified in an Order, and in such a case, Customer may only assign Authorized Users up to the applicable Usage Metrics and for which all applicable License Fees are paid. adLLC is not liable for any errors in the assignment of user roles or permissions granted by Customer and is not responsible for any intentional or unintentional access to or the alteration, deletion, or misuse of Customer Data by any Authorized User or any other individual who accesses Customer Data through adLLC Products from Customer or an administrator.

6. Customer Responsibilities. Customer is responsible for its and its Authorized Users’ compliance with these Terms and all acts and omissions while using adLLC Products, including all actions or inactions taken due to the functions or features provided by adLLC Products. Customer: (i) shall use commercially reasonable efforts to prevent unauthorized access or use of adLLC Products; and (ii) shall use adLLC Products only according to these Terms, the applicable Order, the terms in the Customer Agreement, the terms of any incorporated agreements and policies, and all applicable laws and government regulations, including without limitation, all laws relating to Intellectual Property Rights, nondiscrimination, technology export, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity. Without limiting the generality of the foregoing, Customer is responsible and liable for: (a) compliance with all Privacy Laws applicable to the collection, storage, transfer, and use of Customer Data through adLLC Products, including all proper requests for disclosure and deletion of Customer Data requested by Customer’s customers, if applicable; and (b) all uses of the Partner Account or adLLC Products resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms.

7. Restrictions. Without limitation, Customer and its Authorized Users agree to not:

Reproduce, duplicate, copy, sell, rent, lease, resell, or exploit for commercial purposes any portion of adLLC Products without adLLC’s express written consent;
Share nonpublic features of adLLC Products or any content contained in adLLC Products with any third party;
Use adLLC Products in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
Use adLLC Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person or that violates any applicable law;
Modify or create derivative works based on adLLC Products;
Remove or alter any copyright, watermark, attribution marks, or other proprietary notices on adLLC Products or contained in the software used to provide adLLC Products;
Upload, download, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment;
Disrupt or interfere with the security of, or otherwise abuse, adLLC Products, system resources, accounts, servers, or networks connected to or accessible through adLLC Products or affiliated or linked to adLLC Products;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide adLLC Products;
Access, tamper with, or use non-public areas of adLLC Products. Unauthorized individuals attempting to access these areas of adLLC Products may be subject to prosecution;
Use any robot, spider, zombie, scraper, or other automated means to access adLLC Products for any purpose;
Use adLLC Products for competitive analysis or similar purposes;
Access adLLC Products to build, or help others build, a similar or competitive product; or
Frame or link to adLLC Products except as permitted in writing by adLLC.

Without limiting any of adLLC’s other rights or remedies, any violation of this Section will result, without notice, in the immediate termination of Customer’s right to access all adLLC Products.

8. Suspension and Termination by adLLC. adLLC may, upon notice to Customer, terminate Customer’s right to use adLLC Products at any time if, in adLLC’s discretion, Customer’s use of adLLC Products violates these Terms or applicable laws or if adLLC otherwise reasonably believes that Customer’s use of adLLC Products could cause damage to adLLC Products, the rights of other users, or for any other reason, even if not outlined in these Terms. Customer must cease all use of adLLC Products upon termination of Customer’s right to use adLLC Products. adLLC’s right to terminate Customer’s right to access or use adLLC Products does not limit adLLC’s right to seek any other remedy under these Terms, the Customer Agreement, or at law. Termination of these Terms for any reason does not impact either party’s rights or obligations related to the use of adLLC Products before termination, and each party continues to be bound by these Terms after termination for all use of adLLC Products occurring before such termination.

9. Free Applications. Certain adLLC Products may be provided through an Order at no charge (“Free Applications“). Customer may access and use Free Applications subject to these Terms, the Customer Agreement, and any additional terms specified in the Order. FREE APPLICATIONS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. ADLLC HAS NO OBLIGATION TO PROVIDE SUPPORT SERVICES FOR FREE APPLICATIONS, AND ADLLC MAY MAKE ANY FREE APPLICATIONS OR FEATURES OR COMPONENTS THEREOF UNAVAILABLE AT ANY TIME AT ITS SOLE DISCRETION.

10. Free Trials. adLLC may, at its discretion, offer adLLC Products at no cost for a limited period of time (“Free Trial“) as specified in an applicable Order. Customer may terminate access to adLLC Products during the Free Trial by notifying adLLC in writing. Upon termination, all Customer Data input into adLLC Products will be permanently deleted, and adLLC has no obligation to recover it. adLLC reserves the right to modify the terms and conditions of the Free Trial offer or cancel such Free Trial offer at any time without notice. UNLESS OTHERWISE SPECIFIED IN AN ORDER, AND UNLESS CUSTOMER CANCELS THE FREE TRIAL BEFORE THE END OF ITS TERM, CUSTOMER WILL BE AUTOMATICALLY CHARGED ALL APPLICABLE LICENSE FEES UPON COMPLETION OF THE FREE TRIAL.

11. Beta Applications. adLLC may make adLLC Products, or certain functions or features of adLLC Products, available on a limited or trial basis for evaluation purposes (“Beta Applications“). Use of Beta Applications is at Customer’s discretion and may be subject to additional terms and conditions provided at the time of entry. If Customer uses any Beta Applications, Customer agrees to participate in any testing, feedback, or other participation requirements or requests specified at signup. BETA APPLICATIONS ARE LIMITED-RELEASE OFFERINGS AND ARE NOT AT THE LEVEL OF PERFORMANCE OF A COMMERCIALLY AVAILABLE PRODUCT OR SERVICE. BETA APPLICATIONS MAY NOT OPERATE CORRECTLY AND BE SUBSTANTIALLY MODIFIED BEFORE THE FIRST COMMERCIAL RELEASE OR, AT ADLCC’S OPTION, MAY NOT BE RELEASED COMMERCIALLY. PARTICIPATION IN BETA APPLICATIONS MAY BE TERMINATED ANYTIME BY CUSTOMER OR ADLLC UPON WRITTEN NOTICE TO THE OTHER PARTY. BETA APPLICATIONS AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND ADLLC AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO BETA APPLICATIONS. CUSTOMER HEREBY FULLY AND IRREVOCABLY RELEASES ADLLC, ITS AFFILIATES, AND LICENSORS FROM ANY LIABILITIES OR DAMAGES RELATED TO THE USE OF BETA APPLICATIONS.

12. Data Hosting. Unless otherwise specified in a separate agreement, adLLC processes and stores all Customer Data uploaded or transmitted through adLLC Products in the United States. If Customer provides access to adLLC Products or Customer Data to adLLC personnel, such as when making a support request, the applicable adLLC personnel may be located in a country not specified in these Terms or the Customer Agreement. By providing such access, Customer assumes all risks related to access or processing of Customer Data in the location of the applicable adLLC personnel.

13. Limitation of Liability. THE LIMITATION OF LIABILITY IN THE CUSTOMER AGREEMENT APPLIES TO, WITHOUT LIMITATION: (I) THE USE OR INABILITY TO USE ADLLC PRODUCTS; THE COST OF SUBSTITUTE GOODS OR SERVICES; OR (IV) ANY OTHER MATTER RELATING TO CUSTOMER’S USE OF ADLLC PRODUCTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ADLLC’S TOTAL LIABILITY EXCEED THE TOTAL AMOUNT OF LICENSE FEES ACTUALLY PAID BY CUSTOMER TO ADLLC FOR ADLLC PRODUCTS. ANY CLAIM ARISING UNDER THESE TERMS MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE EVENTS GIVING RISE TO THE CAUSE OF ACTION ARE DISCOVERED, OTHERWISE THE PARTIES RELEASE ANY SUCH CLAIM.

14. Technology Export. Customer shall not, and shall ensure its Authorized Users do not, export adLLC Products or otherwise remove them from the country where they were obtained except in compliance with all applicable laws and regulations. Without limitation, Customer shall not permit any third party to access or use adLLC Products in a country subject to a United States embargo or anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By accessing or using any adLLC Products, Customer represents and warrants that it is not in any country included on any such list. Further, Customer commits to not use any adLLC Products for any end uses prohibited under applicable United States laws and regulations, including, without limitation, any application related to, or purposes associated with, nuclear, chemical, or biological warfare, missile technology (including unmanned air vehicles), military application and any other use prohibited or restricted under the U.S. Export Administration Regulations (EAR) or any relevant laws, rules or regulations of the United States.

15. Government Users. If adLLC Products are being or have been acquired with U.S. Federal Government funds, or if Customer is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of adLLC Products, or any related documentation of any kind, including technical data or manuals is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995), as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire adLLC Products with only the rights provided in these Terms.