Waze Advertising Terms and Conditions
Last Updated on June 7, 2012
Thank you for choosing to advertise with Waze, Inc. and/or its affiliates (hereinafter “us”, “our”, “we” or “Waze”).
1.1Please read these terms and conditions (”Terms”) carefully. These Terms are what govern your use and purchase of any advertising space from Waze through biz.waze.com (the “Website”) for use and display of your Ads on Waze’s mobile application (the "Service"), and the Terms form a legally binding agreement between you and Waze in relation to your purchase and use of the Service, and the display of your Ads. It is important that you take the time to read them carefully. We recommend that you print a save a copy of these Terms for your records.
1.2You can accept the Terms in one of two ways:
(i)by clicking ‘I accept’ the Terms; or
(ii)by actually using and/or purchasing advertising space through the Service. You acknowledge and agree that your use and/or purchase of the Service constitute an acceptance of these Terms.
1.3IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT ACCESS, USE, OR PURCHASE THE SERVICES. THANK YOU.
2. Your Use of the Service
2.1In order to access the Service, you will be required to provide certain information about yourself, including personal and contact details, and the products and services that will appear in your Ads. You hereby agree that any information you provide to Waze will always be accurate, correct and up to date.
2.2You agree not to use the Service for any purposes that are not expressly permitted by these Terms, and you agree not to use the Service for any purposes that are prohibited under any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
2.3You agree not to access, or attempt to access, the Service through any means other than our API, including without limitation, and without derogating from the generality of the foregoing, through any automated means (including by way of scripts or web crawlers).
2.4You agree that you will not engage in any activity that interferes with or disrupts, or otherwise attempt to corrupt the integrity of, the Service (or the servers and networks which are connected to the Service).
2.5You will not reproduce, duplicate, copy, provide, sell, offer to sell, trade or resell the Service for any purpose, unless we explicitly allow you to do so in a separate written agreement.
2.6 You agree that you alone are solely responsible for, and Waze has no responsibility towards you or any third party, for any breach of these Terms and/or the consequences of any such breach and/or the use of the Service provided hereunder, including any loss or damage Waze may incur or suffer as a result of such breach.
2.7You acknowledge and agree that Waze may stop (either permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at Waze’s sole discretion, without provision of prior notice to you.
3. Ad Guidelines
3.1You understand that all information (including without limitation, any written text, Offers (as defined below), promotions, images, photographs, video, audio, data files, trademarks, logos, brand names, trade names,) which you upload, post, provide, transmit, or otherwise submit in the framework of the Service (collectively, the “Ads”) is your sole responsibility.
3.2 You understand and agree that you are solely responsible for your Ads and the consequences of posting or publishing such Ads in any way, including through the Service.
3.3 You represent and warrant that you either own, or have (and will continue to have) all necessary licenses, rights, consents, and permissions which are required to use your Ads, and enable Waze to publish your Ads through the Service.
3.4 We do not claim ownership of the Ads you provide on the Service. As long as your Ads are subject to applicable copyright law, your Ads remain your property. You agree that you are responsible for protecting and enforcing your rights in the Ads and that Waze has no obligation to do so on your behalf. You acknowledge and agree that by uploading your Ads on the Service, unlimited third parties will be given access to view and download your Ads.
3.5You hereby grant to Waze a perpetual, revocable, worldwide, royalty-free, and non-exclusive right and license to display, use, modify, adapt, reproduce, and distribute the Ads, including without limitation, all trademarks, service marks, trade names, and/or copyrighted material contained in the Ads, solely to the extent necessary to provide the Service and to permit end users to view and download the Ads. You represent and warrant that you have all the rights necessary for you to grant the rights and license in this section and that the use and display of the Ads does not and will not violate any law.
3.6You understand that Waze, in its performance of the Service, may (a) display, transmit or distribute your Ads over various public networks and in various media; and (b) make such changes to your Ads as are necessary to conform and adapt that Ads to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit Waze to take these actions.
3.7Waze reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Ads from any Service.
3.8You agree that you are solely responsible for (and that Waze will have no responsibility to you or to any third party for) any Ads that you create, post, upload, transmit or display through the Service and for the consequences of your actions (including any loss or damage which Waze may suffer) by doing so. Waze does not endorse the Ads you provide on the Service, and the accuracy, content, and obligation to honor any commitments in connection with the Ads is yours alone.
3.8You may not upload any Ads which violate the rights of artists, inventors, and creators, whose names, images, likenesses, and other attributes or content may be protected by copyright, and doing so will constitute a breach of these Terms.
3.9If you share Prohibited Ads on the Service, or otherwise share Ads in a way that infringes others' copyrights, other intellectual property rights, or privacy rights, such actions constitute a breach of these Terms and Waze shall have the right to remove your Ads from the Service, cancel, suspend or terminate your access the Service at any time if you breach these Terms. You may also be obligated to indemnify Waze in connection with such Ads, as detailed below.
3.10You are solely responsible for backing up the data and Ads that you store on the Service. Your data or Ads may be permanently deleted from our servers at any time. We have no obligation to store, retrieve or return your data or Ads to you. Data or Ads that are deleted may be irretrievable.
4. General Service Terms
4.1You hereby authorize Waze to manage and display your Ads in the framework of the Service at its sole and absolute discretion.
4.2You acknowledge and agree that the utilization of your Ads in the Service is not guaranteed and the display, timing, and frequency of display of your Ads is determined by Waze in its sole discretion.
4.3Without derogating from the generality of the foregoing, Waze may elect to refrain from displaying your Ads or allowing you to utilize the Service in its sole discretion.
5. Payment Terms
5.1Waze reserves the right to adjust the Ads rates and package prices which appear on the Website from time to time, in its sole discretion. In the event of a price change you will notice that quoted prices have changed. Price changes will not affect orders which were placed prior to the price change, but will take effect in connection with any new orders submitted following such change.
5.2In order to benefit from the Service, you must submit a payment source, as well as an authorized payment budget outlining the period of time during which you desire to receive the Service (the “Service Term”) and the maximum amount you wish to pay during the Service Term for the Service (the “Budget”). You acknowledge and agree that Waze is not obligated to utilize all or any part of the Budget, and does so at its sole discretion.
5.3You are only responsible for paying, and Waze will only charge you for, the portion of the Budget actually utilized in connection with your Ads (but please see Section 5.8 in connection with fixed fees).
5.4When you provide a payment source to Waze, you confirm that you are permitted to use that payment source. You also authorize us to collect and store it, along with other related transaction information, and to make recurring charges on it throughout the term of your use of the Service.
5.5When you make a payment, you authorize us (and our designated payment processor) to charge up to the full Budget amount to the payment source you designate for the transaction, in a recurring fashion, if applicable. If you pay by credit or debit card we may obtain a pre-approval from the issuer of the card for an amount up to the amount of the purchase. We will bill your card at the time of purchase or shortly thereafter. If you cancel a transaction before completion, that pre-approval may result in your funds not otherwise being immediately available. If you pay by debit card and your payment results in an overdraft or other fee from your bank, you alone are responsible for that fee.
5.6At the end of each Service Term, we will automatically generate a report containing the numbers and figures relating to the utilization of your Ads on the Service, namely, the frequency with which your Ads appeared and were used (”Activity Report”). To the extent your Ads exclusively constituted a downloadable Offer, the Activity Report will include how many impressions and downloads the campaign had.
5.7Waze’s Activity Reports are the sole source from which we will determine the amount that you will be charged for the Service each Service Term.
5.8Notwithstanding what we explain in Section 5.3, in the event that you have purchased a fixed fee or minimum fee monthly Service, and you elect to terminate such Service at any time after a new monthly billing cycle has begun, you will be charged the entire fixed or minimum monthly fee for that month, even if the Service was terminated before the month was completed.
5.10You are obligated to stand up to the payment terms set in the Activity Report if you fail to do so, we will be entitled to a compensation equaling the amount due plus interest at the highest rate permissible under applicable law. In addition, upon failure to make any payment to Waze, Waze shall be entitled, without prior notice, to remove, stop or cease any activity relating to your Ads, including to remove any or all of your Ads from the Service, and you shall not have any claims in connection therewith.
6. Refund Policy
6.1As Waze offers a service, there are no refunds. However, we recognize that exceptional situations may occur, and therefore, we may be prepared to provide you with a refund under the circumstances outlined in this Paragraph 6.
6.2If you have overpaid - Once payment to Waze has been made it cannot be reversed. Your sole remedy in the event of overcharging or overpayment shall be to file an appeal relating to all or any part of the Activity Report. You may file such an appeal with Waze by sending a letter containing the grounds for and details of your appeal within five (5) business days of the delivery date of the Activity Report to email@example.com. If you do not properly contact us during this period, you agree that we may construe your lack of contact or silence as an acceptance of the Activity Report and the Services performed on your behalf, with no further right of redress or refund for such appeal. Waze will thoroughly investigate the claim, and Waze shall have the sole discretion in determining whether to accept your appeal within five (5) business days of its receipt of your appeal. In the event your appeal is accepted, we will refund you the overpaid portion of the Budget.
6.3If your Ads were not featured on the Service – In the event that your Ads did not appear on the Service due to a technical error, malfunction, or failure, you must submit a claim to Waze in this regard containing the grounds for and details of your claim to firstname.lastname@example.org within ten (10) business days of the delivery date of the Activity Report. If you do not properly contact us during this period, you agree that we may construe your lack of contact or silence as an acceptance of the Services performed on your behalf under the Activity Report, with no further right of redress or refund for such claim. Waze will thoroughly investigate the claim, and Waze shall have the sole discretion in determining whether to accept or reject your claim within ten (10) business days of its receipt of your claim. In the event your claim is accepted, we will refund all or a portion of the Budget, in accordance with what Waze has determined you are entitled to receive.
7. Proprietary Rights
7.1You acknowledge and agree that Waze or its affiliates own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether pending, registered or not, and wherever in the world such rights may exist). You further acknowledge that you shall not disclose any information contained in the Service which is designated confidential by Waze without Waze’s prior written consent.
7.2Nothing in these Terms gives you a right to use any of Waze’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
7.3You agree that in using the Service, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
8.Language of the Terms
You acknowledge and agree that any translation of the English language version of the Terms is provided for your convenience only and in the event of any conflict between the translated Terms and the English Terms, the English language version of the Terms will prevail and govern your relationship with us.
9. Privacy and Your Personal Information
10.Amendment of the Terms
If we amend these Terms, we will notify you before the change takes effect. We may do so by posting notice of the amended Terms on the Service or by any other reasonable means. If you don't agree to the amendments, you must cancel and stop using the Service before the amendments take effect. Otherwise, the new Terms will apply to you and you will be deemed as having accepted them through your continued use of the Service.
11.Termination of your Relationship with Waze
11.1These Terms will apply until terminated by either you or Waze as set forth below.
11.2If you wish to terminate your legal agreement with Waze, you may do so by using the termination link on the Website. The Service will be terminated within twenty four (24) hours of sending such notice, and you will continue to be charged in accordance with Section 5 for any utilization of your Ads on the Service during such twenty four (24) hour notice period. In the event of a fixed fee purchase, in accordance with Section 5.8, you will not be refunded the fee, even if it was not utilized.
11.3Waze may at any time terminate its legal agreement and your access to the Service with you if:
(i)you have breached any provision of these Terms (or you have acted in a manner which demonstrates or indicates that you do not intend to, or are unable to comply with any provision of the Terms); or
(ii)Waze is required to do so by law, regulation or ordinance; or
(iii)Waze is no longer, or Waze is transitioning to no longer providing the Service in the country in which you reside, from which you use the Service, or in which you utilize the Service; or
(iv)Waze determines in its discretion that the provision of the Service to you is not commercially viable; or
(v)Waze determined in its sole discretion that it does not wish to provide the Service to you.
12.EXCLUSION OF WARRANTIES
12.1NOTHING CONTAINED IN THESE TERMS SHALL EXCLUDE OR LIMIT WAZE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
12.2YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES.
12.3IN PARTICULAR, WAZE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A)YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
(B)YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR
(C)YOUR USE OF THE SERVICES WILL RESULT IN ANY INCREASE IN YOUR EXPOSURE OR ENHANCE YOUR BUSINESS.
12.4ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAZE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.6WAZE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
13.LIMITATION OF LIABILITY
13.1SUBJECT TO PARAGRAPH 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND HEREBY AGREE THAT WAZE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT IN ANY EVENT OR UNDER ANY CIRCUMSTANCE BE LIABLE TO YOU FOR:
(I)ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY BREACH OF WARRANTY, LOSS OF DATA, LOSS OF PROFIT, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
(II)ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
(III)ANY CHANGES WHICH WAZE MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
(IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY ADS, CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
(V)YOUR FAILURE TO PROVIDE WAZE WITH ACCURATE AND UPDATED ACCOUNT INFORMATION;
(VI)YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
13.2THE LIMITATIONS ON WAZE’S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT WAZE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13.3 IN ANY EVENT, WAZE’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, INJURIES, AND CLAIMS OF ANY AND EVERY KIND (WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, OR CLAIMED TO BE CAUSED BY NEGLIGLENCE OR OTHER WRONGFUL CONDUCT, OR THEY'RE CLAIMED UNDER ANY OTHER LEGAL THEORY) SHALL NOT EXCEED $10 (TEN US DOLLARS).
14.1You, at your sole cost and expense, shall defend, indemnify and hold Waze, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) (collectively, "Losses") arising out of or relating to any of the following: (a) your (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of an Offer; (c) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (d) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer, or your refusal to honor an Offer; or (e) your Ads; and (f) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Ads, or the use thereof.
14.2Waze shall promptly notify you in writing of any Claim for which it seeks indemnification; provided that Waze’s failure to timely provide such notice shall not relieve you of your indemnification obligations unless you can demonstrate actual prejudice as a result of such failure. Waze shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are indemnifying Waze without Waze’s prior written consent.
15.Third Party Ads
15.1The Service and Waze’s mobile applications may include hyperlinks to other web sites or content or resources. You acknowledge that Waze has no control over any websites or resources which are provided by third parties.
15.2You acknowledge and agree that Waze is not responsible for the content, veracity or availability of any such external sites or resources, and further that Waze does not endorse any advertising, products or other materials on or available from such websites or resources.
15.3You acknowledge and agree that Waze is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.1In the event your Ad includes a deal or other opportunity to purchase vouchers with promotional value, offers, or discounts (an “Offer”), your Ad and the Offer contained therein shall be subject to the following guidelines.
16.2 You acknowledge that you are the exclusive seller of your Offer and the issuer of the vouchers in connection with the Offer. You alone are responsible and liable for the fulfillment of your Offer with respect to all users who purchased or downloaded the Offer, and for supplying all goods and/or services specified in the Offer.
16.3You alone are responsible for handling any customer service and handling of inquiries or complaints relating to the Offer.
16.4You will comply with the terms and conditions stated on the Offer without modification and without imposition of any restrictions or additional charges or penalties that were not expressly stated on the Offer.
16.5If the Offer includes a redemption deadline, you must honor the full promotional value of the Offer before such redemption deadline.
16.6The redemption deadline and any special terms, conditions, cancellation policies, limitations, restrictions, redemption deadlines, and contractual arrangements accompanying the Offer must be clearly and prominently disclosed in all materials, including on the Offer itself.
16.7As the merchant of the Offer, you are responsible for understanding the applicable laws and honoring all Offers as required by law, including any refund or cash-out obligations.
16.8Offer deals must be based on the regular selling price for the offered goods or services.
16.9Offers may not include offers for products or services that, upon redemption, enroll users into automatic renewal programs or memberships.
16.10Offers may not include offers for products that are subject to a minimum selling price in your jurisdiction.
16.11You represent and warrant that you have and will ensure that the terms of any Offer, and your activities with respect to the Offers, including without limitation, your redemption of vouchers, comply with any and all applicable laws, rules and regulations, as well as all laws that govern false, unfair and deceptive practices, vouchers, gift cards, coupons, and/or gift certificates (collectively “Laws”). You understand and agree that your compliance with Laws is a basic requirement to these Terms and to the validity of your Ads.
16.12 You acknowledge that Waze is the owner of all information and data of individuals who may or do purchase or download Offers (”Customer Data”). Subject to applicable Laws, Waze will not provide you with access to Customer Data, except to the extent such specific data is necessary for you to redeem and/or verify the validity of the purchased or downloaded Offer. Except to the extent required by Laws, you may not use Customer Data for any purpose other than to redeem the vouchers and service the Offer.
17.1The Terms constitute the entire legal agreement between you and Waze and govern your use of the Service, and replace and supersede any prior agreements or understandings between you and Waze with respect to the Service.
17.2You agree to receive notices from Waze, including those regarding changes to the Terms, through email, regular mail, or postings on the Service.
17.3You agree that Waze’s delay or failure to exercise or enforce any legal right or remedy which is contained in these Terms (or which Waze is entitled to under any applicable law), will not be construed as a formal waiver of Waze’s rights, and that those rights or remedies shall remain available to Waze.
17.4If any competent court of law, having the jurisdiction to decide on this matter in accordance with these Terms, determines that any provision contained in these Terms is invalid, then that provision will be removed from the Terms but the remaining Terms will be unaffected, and remain valid and enforceable.
17.5The section titles of these Terms will not limit the Terms or be used to assist in interpreting them in any way.
17.6These Terms, and your relationship with Waze under these Terms, shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Waze agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Waze shall nonetheless be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.