Raptive Service Agreement
Last updated: December 15, 2023
The following terms and conditions (the “Agreement”) apply to your use of any Services provided by CMI Marketing, Inc. d/b/a Raptive (“Raptive”) and/or its affiliates. Your use of the Raptive Services indicates that you accept these terms and conditions. The Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. If you operate a company to run your Site, then you should enroll the company as the Client. You represent and warrant that (a), if You are an individual, you are at least 18 years old, (b) if You represent a company, that company is appropriately licensed and is legally permitted to conduct business, and (c) if You are enrolling as a company, the individual completing the enrollment has the right to bind the company to this Agreement. By enrolling for Services, You certify that the information you provide to Us upon enrollment is accurate and complete.
A. General Terms
Definitions. In this Agreement, We use “We” interchangeably with “Raptive,” and “You” to refer to the individual or entity identified by enrolling using the Dashboard interchangeably with “Client”. Capitalized terms shall have the meaning ascribed to them below.
“Ads” means internet-based advertising displayed on the Site using the Services, including, without limitation, banner advertisements and text-based advertisements, and pre and post-roll video ads.
“Ad Account” means any account with an Ad Network that is owned by Client and related to the Site.
“Ad Networks” mean third-party advertising networks that connect and provide Ads to web sites that host Ads.
“Ad Services” means the ad sales, ad placement, and ad revenue optimization services provided by Raptive.
“Affiliate Commerce Services” means creating arrangements with third-party merchants and service providers for Client to place Affiliate Links on its Site(s).
“Affiliate Links” means links to third-party merchant sites or affiliate networks for which Client will receive a referral fee when an end user of Client’s Site makes a purchase or takes another qualifying action via the link.
“Ancillary Services” means those Services provided by Raptive that do not directly generate revenue for the Site, such as SEO services and analytics.
“Client” means the individual or entity that owns and operates the Site(s) and that is identified when enrolling for the Services. If You are an individual that has created a company, LLC, partnership or other legal entity to run Your Site, or if You are an employee of any such legal entity, then You must enroll that legal entity as the Client. If You have not created a company to run the Site, then You should enroll in your capacity as an individual.
“Client Account Information” means the information provided by the Client upon enrollment necessary to access and modify the Site, to the extent reasonably required by Raptive for the provision of the Services, including, without limitation, user names, passwords, and bank information for payment.
“Confidential Information” has the meaning assigned to it in the section on “Confidentiality; Publicity.”
“Data Processing Addendum” means the addendum attached hereto regarding privacy and data protection issues.
“Dashboard” means the website provided by Raptive which Client can use to enroll for the Services, to manage Your account, and review information regarding the Services, and related customer service platforms.
“Raptive Policies” means the policies for the Site required in order to use the Services, as found on the Dashboard. The Raptive Policies may be updated from time to time by Raptive by providing notice to Client in the Dashboard.
“Raptive Codes” means the Raptive and Ad Network software codes necessary to display Ads and otherwise use the Services.
“Raptive Content” means any content produced or acquired by Raptive or its affiliates that is licensed for display on the Site, which could include video content.
“Referral Services” means those Services where Raptive arranges for selected third parties to provide the third party’s products or services to the Client directly, including in some cases arranging for special rates or discounts for Client, or arranging for such products or services to be provided free of charge.
“Services” means any of the services offered by Raptive that Client may enroll in using the Dashboard or by email or other communication.
“Site(s)” means the blogs, website or other digital properties owned and operated by Client that You specify during the enrollment, including mobile and tablet versions of Client’s website, and any other digital properties that You and Raptive agree will use any Services.
“Technical and Implementation Requirements” means the operational requirements for use of the Services provided in writing or found in the Dashboard. These Technical and Implementation Requirements may be updated from time to time by Raptive by providing notice to Client in the Dashboard.
“Third Party Partner” means any third party with whom Raptive enters into a contract to provide certain aspects of the Services to Client, and could include merchants for Affiliate Links, advertisers and ad agencies, sources of advertising supply, and technology and data providers.
License to Services. We grant to Client a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the Term to use the Services. We do not grant any right, title or interest (including, without limitation, any implied license) in or to any Raptive intellectual property rights; and all rights not expressly granted herein are reserved to Raptive.
Implementation of Services. You agree to comply with any Technical and Implementation Requirements provided, on the Dashboard or otherwise in writing, including embedding the Raptive Codes on the Site according to our instructions and not modifying the Raptive Code in any manner.
Use of Client Account Information. We agree not to use the Client Account Information for any purposes other than to provide the Services under this Agreement without the prior written consent of the Client. You will protect any accounts, usernames or passwords for the Services and take full responsibility for Client’s own, and third party, use of any accounts, usernames or passwords for the Services. You will obtain Raptive’s prior written consent for any third party use of the Services. If Client permits any third party to access Your Services account, You agree to be liable for any such third party usage. Any data collected or accessed through the Services must be directly accessible by Raptive. You agree not to use an intermediary who has direct access to data arising from the Services.
Compliance with Raptive Policies. We will have no obligation to provide Services if the Site is not in compliance with the requirements of this Agreement and the Raptive Policies found in the Dashboard. If We become aware and determine in our sole discretion that the Site is not in compliance with any of the Raptive Policies, We may terminate this Agreement and/or suspend the Services without any liability to You. Without limiting the foregoing, You agree to ensure that the Site does not contain any content that does any of the following:
(i) promotes or advocates discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age or disability;
(ii) violates the intellectual property rights or any other rights of any third party;
(iii) violates any applicable law, or promotes or encourages any other person to violate applicable law;
(iv) is pornographic, obscene or otherwise violates this Agreement;
(v) depicts, contains, or provides access to violent content or threats of physical harm to a particular individual or group;
(vi) simulates or artificially initiates clicks or impressions on Ads or Affiliate links
In addition, Client must ensure that the Site includes appropriate disclosures of any compensation related to a product, service or advertiser in any post or article according to FTC guidelines and industry standards.
Prohibited Actions. You will not, and will not allow any third party to: (a) directly or indirectly access, launch and/or activate the Services through or from, or otherwise incorporate the Services in, any software application, website or other means other than the Site; (b) transfer, sell, lease, syndicate, sub-syndicate, lend, the Services or to them; (c) directly or indirectly generate impressions of or clicks on Ads or Affiliate Links through any automated, deceptive, fraudulent or other invalid means (such as click spam, robots, macro Services, and Internet agents); (d) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Services, Raptive’s then current protocol for accessing and implementing the Services, or any other Raptive technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (e) remove, deface, obscure, or alter Raptive’s copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Services or any other Raptive technology, software, materials and documentation; (f) create or attempt to create a substitute or similar service or product through use of or access to any of the Services or proprietary information related thereto; or (g) use any feature or functionality of the Services that could be so used, to personally identify and/or personally track individual end users or any other persons.
Term and Termination. This Agreement will be effective as of the date Raptive activates Client’s Services account and will continue until terminated as provided in this Agreement (the “Term”). Your enrollment for certain Services may require a commitment from you not to terminate the Services or the Agreement for a period of time, of which We will notify you prior to your enrollment in such Services via the Dashboard or other written notice. We may terminate this Agreement, or suspend or terminate all or part of the Services or any individual Service, at any time by providing notice to Client.
Confidentiality. Each party agrees not to disclose the other party’s Confidential Information without the other party’s prior written consent. “Confidential Information” means: (a) any other data or statistics shared with the Client from reporting tools separate from the Dashboard, including Google Ad Management (GAM) Reports and any other reporting tools used by Raptive; (b) any proprietary information relating to Raptive’s software, technology, programming, specifications, materials, guidelines and documentation relating to the Services, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (c) any other information designated in writing by either party as “Confidential” or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary.
Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority.
Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY. In any event, Raptive’s total cumulative liability to Client for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement will not exceed the net amount paid to Client by Raptive for the particular Services giving rise to the claim in the six month period immediately preceding the date of the claim.
Disclaimers; Representations and Warranties. We represent and warrant that: (i) We have the power and authority to grant the rights and perform the obligations to which We commit herein; and (ii) the Services will not knowingly violate the intellectual property rights of any third party. We do not represent or warrant that the Services are reliable, accurate, complete, or otherwise free from defects. Accordingly, We make the Services available for use “as is”, and any use thereof will be undertaken solely at Your own risk. We reserve the right, in our sole discretion, to include or cease providing all or any of the Services at any time (subject to notice as may be required herein). Raptive does not give any warranties or otherwise promise that the Services will be of satisfactory quality, or that the Services will be fit for any particular purpose.
You represent and warrant that:
(i) Client has the right to enter this Agreement without violating any contract with a third party,
(ii) Client has and will maintain throughout the Term all end user consents and all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to the Site to permit Raptive to perform the Services (including any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Ads or the Site);
(iii) Client will not advertise anything illegal or engage in any illegal or fraudulent business practice;
(iv) all of the information provided by Client to Raptive to enroll in the Services is correct and current;
(v) Client has all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of Client by this agreement; and
(vi) Client has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Client’s operation of the Site.
Indemnification. You agree to defend, hold harmless and indemnify Raptive and its affiliated companies, and each of their officers, directors, employees, agents, licensees (collectively, the “Raptive Indemnitees”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or from (a) Client’s use of or inability to use the Services; (b) Client’s violation of any terms of this Agreement or (c) Client’s violation of any applicable laws, rules or regulations. This obligation survives termination of the Agreement.
Publicity and Other Approvals. Each party’s public communications that use the names, logos, trademarks, or other intellectual property of the other party, shall require the prior written approval of the other party. Any such approval shall not be unreasonably withheld or delayed, and email will suffice for approval. No approval will be required for uses that are substantially similar to prior approved uses, provided that a party can withdraw its approval at any time. Notwithstanding the foregoing, Raptive may use Client’s name and logo without Client’s prior approval in order to identify Your Site(s) directly to current and potential Third Party Partners for purposes of providing the Services.
Entire Agreement; Amendments. This Agreement constitutes the entire and only agreement between Client and Raptive regarding the subject matter hereof, and supersedes all other agreements, representations, warranties and understandings with respect to the Services. We may amend this agreement at any time by posting a notice of the updates to the Dashboard. If We believe the changes are material, We’ll always try to reach you via email as well. Certain aspects of the Services may require a separate addendum, which We will provide to you prior to providing those portions of the Services.
Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of laws provisions thereof. Any claims, legal proceeding or litigation arising in connection with the Agreement will be brought solely in the federal or state courts located in the borough of Manhattan, New York, and Client consents to the jurisdiction of such courts. CLIENT WAIVES ANY RIGHT TO LITIGATE ANY CLAIM ARISING UNDER THIS AGREEMENT OR RELATING TO THE SERVICES ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER CLIENTS, OR ANY OTHER PERSONS. Neither party’s waiver of any default is a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Client may not assign any of Client’s rights hereunder and any such attempt is void (except to Client’s successor in the event of Client’s merger, acquisition or sale of all or substantially all or Client’s assets related to the Site(s)). Raptive and Client are not legal partners or agents, but are independent contractors. Notwithstanding termination of this Agreement, the terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder shall survive and continue in effect.
Language. This Agreement shall be executed in the English language. If there is any discrepancy between the provisions of the English and another other language version of this Agreement, the provisions of the English version shall prevail and be used in interpreting this Agreement in all cases, and the provisions of any other language version shall not affect the interpretation of this Agreement.
Supplemental Terms. From time to time Raptive may make available additional or different Services that require additional or different terms and conditions. In that event, You will be notified of such Supplemental Terms when enrolling for those Services, and those terms will become part of this Agreement.
B. Additional Terms for Ad Services
When you enroll for the Ad Services and are accepted as a Client, the following Additional Terms apply in addition to the General Terms:
Performance of Services. We, among other things, will do the following:
- sell Ads for the Site
- recommend the Ad layout for the Site including placement, size and formats for Ads
- embed (or assist you in embedding) the Raptive Codes in the Site
- optimize the value of each Ad impression on the Site using our expertise, proprietary technology, and technology provided by our Third Party Partners
- track and report on Your earnings from the Ad Services and analytics from the Ad Services, and provide them in the Dashboard for Your review and our analysis
Display and Video Advertising Exclusivity. If you receive our Advertising Services, you agree that Raptive will be the exclusive source of all display and video Ads on your Site(s) during the Term of this Agreement, including on all platforms of your Site, such as mobile and tablet versions of the Site, unless We approve direct Ad sales in writing.
Fees for Ad Services. For Ad Services, We agree to pay Client a monthly fee equal to at least 75% of Ad Revenue for the Site during each calendar month during the term of this Agreement, regardless of whether any amounts reported are actually received by us. For these purposes, “Ad Revenue” means the amounts promised to Raptive by buyers of the Ads for the Site in a given month, net of any sums due to the buyers or enabling partners. By way of clarification, Ad Revenue does not include any revenue from Ads that were not sold by Raptive (such as for Ads sold directly by Client or via an Ad Network managed by Client), even if such revenue is reported in the Dashboard. We will report the Client’s revenue share in the Dashboard. Note that daily total amounts reported in the Dashboard can be revised to correct technical or reporting errors, usually within 48 hours of the initial report. We will submit the fee to our payment processor for payment within 45 days after the end of each calendar month (excluding delays due to third parties such as payment processors or mail services).
Third Party Terms. Client agrees to comply with any third party terms and conditions required to receive the Ad Services, which may include terms for Ad Networks used by Raptive, (for example, Google DoubleClick AdExchange terms and/or policies), or terms for third party software or technology (such as a video player). We will make any third party terms available to You via the Dashboard or otherwise in writing.
Termination of Ad Services by You. You may terminate Ad Services at any time by sending written notice to email@example.com. Your Ad Services will be deemed terminated within thirty (30) calendar days of Raptive’s receipt of Client’s notice. Please note that your termination of Ad Services may make you ineligible to receive other Services from Raptive.
C. Additional Terms for Ancillary Service and Referral Services
For existing Clients of the Services, upon appropriate qualification, We may decide to offer, and You may choose to receive, certain Ancillary Service and Referral Services. For example, Ancillary Services could include:
- providing access to our comprehensive SEO tools and experts, including our AI/GPT-driven content solutions
- advising on email strategy and other relationship-building tools with your audience
- media and PR training
- monitoring Site performance, including A/B testing of features of the Services
- providing access to our Slickstream Engagement Suite
Unless We notify You otherwise, We provide our Ancillary Services free of any charge to You and without a revenue share. Not all Sites may be eligible for all Ancillary and Referral Services. We may discontinue any Ancillary Services at any time.
Referral Services could include referrals to:
- executive coaching from trusted partners
- wealth management providers
- additional SEO services and consulting
- other consulting services related to Your Site or business
For certain Referral Services, you may be required to establish a direct contractual relationship with the third-party that provides the service, and the terms of that contract will apply. Unless We have agreed to pay the cost of the third-party service, you will be responsible directly for payment to the third party provider.
Additional Terms for Use of Slickstream Service. If Client uses the Slickstream service (available through Slickstream.com), the terms found at www.slickstream.com/terms apply.
Email and Subscriber Lists. To the extent that Raptive creates or manages any email contacts, subscriber lists, mailing lists, or other such lists of persons and their contact information (‘Subscriber Lists”) on behalf of Client, then as between Raptive and Client, any proprietary rights in such Subscriber Lists will be owned by Client. Notwithstanding the foregoing, during the Term, Raptive shall have the exclusive rights to use the Subscriber Lists and contact individuals on behalf of Client solely for the purposes of this Agreement. Client shall have the right to approve the content and timing of any communication using the Subscriber List). At the end of the Term, to the extent that Raptive is in possession of any Subscriber Lists, Raptive shall use commercially reasonable efforts to ensure that Client can access and control the Subscriber Lists.
Required Commitment to Ad Services. In some cases, we decide to provide an Ancillary Service or Referral Service only in exchange for a commitment from You not to terminate Ad Services for a certain period of time. We will notify you of this requirement via the dashboard or otherwise in writing.
Termination of Ancillary and Referral Services by You. You may terminate any Ancillary or Referral Services at any time by sending written notice via email to firstname.lastname@example.org or your customer service team.
Data Transfer Addendum
Effective Date: December 15, 2023
This Data Transfer Addendum, including all schedules and exhibits attached hereto, (“DTA”) is entered into between You and Raptive in connection with Raptive’s provision of services to You under the Agreement. This DTA is effective as of the effective date, and is hereby incorporated by reference into, the Agreement. All capitalized terms not otherwise defined in this DTA will have the meaning given to them in the Agreement. In the event of any inconsistency or conflict between this DTA and the Agreement, this DTA will govern. This DTA will survive termination of the Agreement.
a. “Applicable Data Protection Law” means all applicable data protection laws, rules, regulations, orders, ordinances, regulatory guidance, and industry self-regulations.
b. “EU SCCs” refers to the Standard Contractual Clauses promulgated by the EU Commission Decision (EU) 2021/914, available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914.
c. “Personal Data” means information that Processor Processes on [Company]’s behalf that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a Data Subject, or as that term or a similar term is defined under Applicable Data Protection Law.
d. “Process” or “Processing” means any operation or set of operations performed on Personal Data, whether or not by automated means, including, but not limited to, accessing, collecting, recording, organizing, structuring, using, storing, transferring, retaining, disclosing, selling, sharing, deleting, and destroying Personal Data.
e. “UK Addendum” refers to the UK’s International Data Transfer Addendum to the EU SCCs, available at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf.
2. The parties will not engage in cross-border transfers of Personal Data without taking steps to ensure such transfers comply with Applicable Data Protection Law. To the extent You transfer Personal Data to Raptive about individuals in:
a. the European Economic Area (“EEA”), the parties will conduct such transfers pursuant to Module 1 of the EU SCCs, which are hereby incorporated by reference and deemed executed by the parties as of the effective date of this DTA.
b. the United Kingdom (“UK”), the parties will conduct such transfers pursuant to the EU SCCs in tandem with the UK Addendum, which are hereby incorporated by reference and deemed executed by the parties as of the Effective Date, or by certifying to and participating in another lawful cross-border transfer mechanism.
c. Switzerland, the parties will conduct such transfers pursuant to the EU SCCs, which are hereby incorporated by referenced and deemed executed by the parties as of the Effective Date, or by certifying to and participating in another lawful cross-border transfer mechanism. In the event the parties rely on the EU SCCs for such transfers, references to a “Member State” and “EU Member State” will not be read to limit or prevent Data Subjects in Switzerland from seeking to exercise their rights.
3. If the parties will engage in cross-border transfers of Personal Data subject to the EU SCCs and/or the UK Addendum, Raptive will be the “data importer,” You will be the “data exporter,” and Annex A will provide the supplementary information required. If there is any conflict between this DTA and the EU SCCs and/or UK Addendum, the EU SCCs and UK Addendum will prevail.
ANNEX A TO DATA TRANSFER ADDENDUM
DESCRIPTION OF THE TRANSFER
The personal data transferred concern the following categories of data subjects: visitors to the website(s) of the exporter
Subject matter/Purposes of the transfer
The Processing is in relation to Raptive’s provision of services under the Agreement. The transfer is made for the following purposes: serving interest-based advertising on the website(s) of the exporter
Categories of data
The personal data transferred concern the following categories of data: cookies used to track visits to the exporter’s website(s) and also websites of third-parties
The personal data transferred concern the following categories of sensitive data: none
Duration of Processing
The Processing will begin after the effective date of the DTA and will end upon expiration or termination of the Agreement.
Frequency of Cross-Border Data Transfers
1. Controller / Data Exporter:
|[Company Name or Creator Name]
|[Company or Creator Postal Address]
|Activities relevant to the data Processed under the DPA:
|Data exporter is a web publisher that is contracting with Raptive for web advertising and related services.
|Point of Contact
| [Creator Name]
2. Controller / Data Importer:
|CMI Marketing, Inc dba Raptive
|1411 Broadway, Fl 27, New York, NY 10018
|Activities relevant to the data Processed under the DPA:
|Raptive is a web advertising management service that is contracting with data exporter for web advertising and related services.
|Point of Contact
Docking Clause: For Clause 7 of the EU SCCs, the parties elect to include the optional language.
Clause 13: For purposes of Clause 13 of the EU SCCs, the supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.
Competent Supervisory Authority for EU SCCs: The parties agree that the supervisory authority of the Republic of Ireland, the Data Protection Commission, will act as the competent supervisory authority.
Governing Law for EU SCCs: For purposes of Clause 17 of the EU SCCs, the parties agree that the law of the Republic of Ireland will be the governing law.
Choice of Forum and Jurisdiction for EU SCCs: For purposes of Clause 18 of the EU SCCs, the parties agree that the courts of the Republic of Ireland will resolve any dispute arising from the EU SCCs.
Table 4 of the UK Addendum: Which Party can Terminate this DPA if the UK Data Protection Authority Changes this “Approved Addendum”
|Ending This DPA When the Approved Addendum Changes
|Which Parties may end this DPA as set out in Section 19 of the UK Addendum: