RollWorks Account-Based Marketing Services Addendum
Effective June 17, 2020
To see our prior Account-Based Marketing Services Addendum, click here.
This Account-Based Marketing Services Addendum ("ABM Addendum") supplements the NextRoll Terms of Service (www.nextroll.com/terms) between NextRoll, Inc. ("NextRoll" or "RollWorks") and Customer, and together with all applicable Service Addenda and Order Forms (collectively, the "Agreement"), governs Customer’s use of the Account-Based Marketing Services ("ABM Services"). All capitalized undefined terms used in this ABM Addendum shall have the same meanings assigned to them in the Terms of Service. If there is a conflict between this ABM Addendum and the Terms of Service, this ABM Addendum will govern with respect to the conflicting term only.
- Additional Definitions.
- "Campaign" means a series of advertisements delivered across a variety of media, sales and marketing channels during a specified time frame.
- "Integration Partners" means third parties with whom (i) Customer has an account or direct relationship and (ii) NextRoll has a technical integration (either a Native Integration or through an integration through an API).
- "Key Accounts" means companies identified by the RollWorks Account Database, NextRoll Technology or Customer CRM Data that are, or would be, Customer’s ideal customer and that are the target of Customer’s marketing and sales efforts.
- "Native Integration" means a third-party product that NextRoll has built a direct integration with so that the product is accessible within the RollWorks Platform Account.
- "RollWorks Account Database" means the database of companies that Customer can search for Key Accounts. The Database will be considered NextRoll Materials under the Agreement.
- "RollWorks Platform" means the Technology through which RollWorks’s suite of Services is made available to Customer.
- ABM Services Description. The ABM Services allow Customers to identify their Key Accounts, reach Key Accounts across multiple channels and measure outreach effectiveness (collectively, the "ABM Services"). NextRoll will provide the ABM Services set out in the Customer's Order Form. The specific Package of ABM Services selected by Customer will be set forth on the Order Form and may include: Identification, Engagement, RollWorks Performance Measurement, Integrations and Creative.
- Cross-Device Services. The ABM Services create, collect and use hashed versions of Customer’s end users email addresses ("Hashed Emails") as a persistent part of, or in connection with, the NextRoll’s cross-device graph as detailed in the Terms of Service. By using the ABM Services, Customer agrees:
- to opt in to cross-device Services;
- that Hashed Emails will be Service Data as detailed in the Terms of Service; and
- to include the cross-device disclosures in its online privacy notice as set out in the Terms of Service.
- Special Terms Relating to Engagement.
- Engagement Description. NextRoll will schedule, orchestrate and deliver interest-based, targeted marketing and sales Campaigns for Customer based on Performance Reports or the Technology (i.e., the NextRoll pixel). Engagement Services are provided through NextRoll’s Network as well as NextRoll’s API Media Integrations.
- API Media Integrations. Depending on the Package or Add-Ons Customer selects in the applicable Order Form, NextRoll may make certain API integrations ("API Media Integrations") with third-party service providers’ services, which interoperate with the Engagement Services, available to Customer (e.g., serving Ads on LinkedIn). For purposes of this Agreement, all API Media Integrations are subject to terms and conditions between Customer and the third party service provider, and NextRoll shall have no liability in connection with such API Media Integrations or Customer’s compliance with the applicable terms and conditions. A list of API Media Integrations and corresponding terms and conditions, which may be updated from time to time, are available here: https://help.rollworks.com/hc/en-us/articles/360041855851-Third-Party-Terms. By accessing and using Engagement Services employing API Media Integrations, Customer may be required to:
- pay NextRoll a fee to access the API Media Integrations;
- create its own Customer account directly with the relevant third-party service provider;
- review, agree to and comply with all applicable terms and conditions governing the API Media Integration;
- authorize NextRoll to act on its behalf on relevant third-party sites, in order to facilitate the API Media Integrations as part of the Engagement Services; or
- undertake any other actions reasonably requested by NextRoll to enable specific API Media Integrations.
- Campaign Set-up and Management. Customer may select the timing, duration, budget, audience segments and other details for Campaigns through Order Forms or the RollWorks Platform. NextRoll will use commercially reasonable efforts, in accordance with the Documentation, to comply with the budget specified by Customer. When Customer increases or decreases its budget, it may take up to one (1) week for the new budget to take effect. Customer may terminate a Campaign on at least forty-eight (48) hours advance written notice to NextRoll.
- Promotions and Credits. NextRoll may offer Customer certain promotions, discounts, general credits, media credits or other special offers (each, a "Promotion") which will be reflected in Customer’s Order Form. If Customer accepts a Promotion involving a Campaign, Customer understands and agrees that once the Promotion is completed, the relevant Campaign will automatically continue as a paid Campaign on pre-Promotion terms, unless Customer pauses or completes the Campaign as described in the applicable Documentation. Customer is responsible for all Campaign costs that occur beyond the parameters of the Promotion described in the applicable Order Form. There will be no refunds or credits for partial terms, downgrades or unused Promotions.
- Campaign Reporting. Unless expressly agreed to in writing by NextRoll, all Fees for Engagement Services will be based on NextRoll's measurements and tracking through its own servers using the number of impressions, click, and other indicators necessary for calculating the fees payable by Customer, which Customer may also view through the Services.
- Advertising Policy Guidelines. Customer will adhere to the advertising guidelines as set out by NextRoll, Applicable Law and applicable Documentation (including at https://help.rollworks.com/hc/en-us/sections/360008371192-Prohibited-Content-and-Practices). The policies of members in the Network and self-regulatory bodies’ codes of conduct are constantly being reviewed and updated, and as such, active or approved Campaigns may be reviewed to ensure that they comply with current policies, codes and legal requirements. NextRoll reserves the right to suspend or discontinue Customer Content at any given time for failure to comply with the Agreement.
- Display of Ads. Customer acknowledges that NextRoll has limited control of where and how often Ads will be displayed within the Network and it is possible that Ads may be displayed next to ads of Customer’s competitors or on websites or applications that are inconsistent with Customer’s brand. Customer may notify NextRoll in writing, or as provided through the Account dashboard, if it wishes to restrict NextRoll from serving Ads on specific websites (by URL).
- Special Terms Relating to Integrations.
- Integrations Description. As part of the Services, Customer may elect to import and export Customer CRM Data and Performance Reports in and out of the RollWorks Platform via NextRoll’s Native Integrations or third-party integrations powered by NextRoll’s Technology. A list of NextRoll’s current Native Integrations may be found at https://help.rollworks.com/hc/en-us/categories/360002360631-Integrations.
- Access to Integrations. For purposes of this Agreement, all Integrations are subject to their own terms and conditions, and NextRoll shall have no liability in connection with Integration Partners’ products or Customer’s compliance with third-party terms and conditions. If Customer opts-in to Services using Integrations, it may be required to undertake other actions reasonably requested by NextRoll to enable specific Integrations.
- Special Terms Relating to Creative.
- Creative Description. NextRoll will work with, or on behalf of, Customer using Customer Content to create Ads, Campaigns or other content ("Creative Content").
- Creative Services. Customer grants to NextRoll a worldwide, non-exclusive, sublicensable right to use the Customer Content to programmatically generate Creative Content, using NextRoll’s templates, which may be used by NextRoll to supplement, modify or replace Customer Content in active Campaigns.
- Creative Content. NextRoll acknowledges that the Creative Content shall be considered "work made for hire" as defined under U.S. Copyright law and shall be owned by, and for the express benefit of, Customer. NextRoll will provide Customer with an opportunity to review all Creative Content prior to delivery. Customer shall be responsible, and NextRoll waives all liability, for ensuring that the final Creative Content is accurate, error-free and does not infringe or misappropriate any third party rights.
- Service Levels. NextRoll will use reasonable efforts to provide the ABM Services consistent with general industry standards for similar services in a manner that minimizes errors and interruptions, provided that the ABM Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or due to other causes outside of NextRoll’s reasonable control.