ADLEARN OPEN PLATFORM USAGE TERMS OF SERVICEWe offer you AOL Advertising’s (“AOL” or “AOL Advertising” or “we”) AdLearn Open Platform (“AOP”) applications, services and software (“AOP” or the "Application") provided that you agree to abide by the following terms of service.

  1. About AOP. AOP provides advertisers and agencies (collectively, “you” or “Agency”) with the ability to access and purchase third party network, non-reserved AOL, and external real-time bid exchange advertising inventory via a 2nd price CPM auction environment (each such purchase, an “Advertising Campaign”). This Agreement governs Agency’s access and use of the Application. AOL may change any aspect of the Application in its discretion and without notice, including without limitation, changing or eliminating support services, content and other products or services ancillary to the Application. Agency acknowledges that the Application is provided in the United States and that AOL has not customized the Application to conform with the laws of any specific foreign jurisdiction. Therefore, Agency is solely responsible for complying with local law in its use of the Application and Agency shall not use the Application where prohibited by local laws.
  2. About this Agreement. This Agreement governs Agency’s use of AOP. In this Agreement, the term “Party” means AOL or Agency individually, and the term “Parties” means AOL and Agency collectively.
  3. Right to Use. AOL grants Agency a nonexclusive, limited and nontransferable license to use the Application and the right to reproduce and distribute the information and data provided for Agency on the Application solely for the purpose of obtaining and managing advertising purchases and Advertising Campaigns. Agency may not use the Application and/or accompanying materials for any other entity. Agency may not sell or incorporate any of the Application or software into another product. Agency may not reverse engineer, decompile or disassemble the Application, or otherwise attempt to derive the source code (except where expressly permitted by law). Agency may not obtain the communications protocol for accessing AOL services and networks unless expressly authorized by AOL. Agency agrees to abide by all laws and regulations in effect regarding its use of the Application. Agency agrees to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws, or to any person or entity prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. The Application and its software components are a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212.
  4. Registration. AOL may require Agency to register and establish an account with a user identification (“User ID”) and password to access the Application (“Account”). Agency agrees to provide true, accurate and complete registration information and that Agency will keep this information and keep it up to date. Agency agrees to abide by any separate terms and policies that will apply to your registration and use of such User ID. AOL reserves the right to reject, in its sole discretion, any request for a User ID and cancel or reclaim any User ID if AOL believes in its discretion that the User ID is inappropriate or objectionable. User IDs may not be misleading, attempt to impersonate other persons or entities, or violates applicable law or the rights of others.
  5. Maintaining Account. In addition to any right to terminate an Application Account as provided in this Agreement, AOL reserves the right to deactivate an Account that has been inactive for more than 180 days. If Agency's Account is terminated or deactivated, Agency understands and agrees that AOL will we have no obligation or liability to Agency to retain, recover, or give Agency access to any data, information or other content pertaining to such Account.
  6. Maintaining Security. Agency is responsible for all activity under its Account and User ID. Agency agrees (a) to comply with all applicable laws, regulations, and the terms of this Agreement and (b) keep Agency's User ID, password and Account access secure. Agency assumes sole responsibility for any compromise of its Account if User IDs and passwords to Accounts are stored on computers and mobile devices and are then accessed by others, such as, in the event of a lost or stolen mobile device. AOL shall not be liable for any loss or compromise of Agency's data as a result of Agency's failure to keep its Account access information secure.
  7. Prohibited Activities:When using the Application, Agency agrees it will not:
    • Participate in, facilitate or further illegal activities.
    • Use the Application in a way that harms AOL or its customers, advertisers, affiliates, vendors, or anyone else.
    • Use any automated process to access or use the Application, including but not limited to scripts, spiders, or BOTs.
    • Use any process, whether automated or manual, to crawl or capture data or content from the Application, including but not limited to screen-scraping.
    • Use any process to damage, disable, impair, or otherwise attack the Application or the networks connected to the Application.
    • Interfere with anyone's use of the Application.
    • Resell, license, sublicense or redistribute any part of the Application.
  8. No Spam. Agency may not access, scrape, or crawl the Application to harvest or collect information about other users of the Application or AOL services. Further, Agency may not use such information for the purpose of sending unsolicited bulk communications or other forms of targeted communications or advertisements. Agency may not use the Application to send unsolicited bulk communications such as "spam" email.
  9. Termination and Legal Action. AOL may suspend or terminate access to Agency's Account and take such further technical and legal action as AOL deems necessary if AOL believes in its reasonable discretion that there has been a violation of this Agreement.
  10. Ownership of Content. AOL and its vendors own all right, title, and interest in the Application and any compilation, collective work or other derivative work created by the Application incorporating any content provided by Agency in using the Application. the Application is protected by copyright, trademark, patent, trade secret, international treaties, laws, and other proprietary rights.
  11. Disclaimer. AOL PROVIDES AOP “AS IS,” “AS AVAILABLE” AND WITH ALL FAULTS. AOL MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED. To the fullest extent permitted by law, AOL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, THAT AOP WILL MEET AGENCY’S NEEDS OR REQUIREMENTS, OR THAT AOP WILL BE AVAILABLE AT ALL TIMES OR AVAILABLE FROM ALL LOCATIONS.
  12. Reporting Violations of the Copyright. Claims relating to violations of Copyrights should be reported in the manner and to the person specified in the instructions provided at Reporting Violations of the Copyrights.
  13. Mobile Services and Access. Agency is solely responsible for accessing the Application online or through any mobile or wireless device. Registration for text messaging services may be subject to supplemental terms. When You subscribe to any text messaging service from us, we will provide You with instructions on how You can discontinue receiving those text messages from us.
  14. Electronic Transactions and Notices. The Parties agree to conduct their transactions and enter into this Agreement electronically. Any electronic record or terms properly transmitted pursuant to this Agreement shall be considered to be a "writing" or "in writing". Any symbol and/or action that is adopted or performed by the Party with the present intent to authenticate or manifest assent to the terms of any electronic transaction, including without limitation, the act of clicking any icon or button to continue with any transaction (e.g., an "agree", "submit", "continue" or "next" button) shall constitute a valid signature. Agency consents to receive required notices, terms and other information concerning the Application and this Agreement electronically, either by (a) e-mail, (b) by text messaging services (if Agency registers for text messaging services with AOL), or (c) by posting such notice on the relevant Web page or mobile page of the Application.
  15. LIMITS ON LIABILITY. EXCEPT FOR THE OBLIGATIONS SET FORTH IN SECTIONS 15 AND 16 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM THE ACCESS AND USE OF AOP. THESE EXCLUSIONS FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, LIABILITY IN SUCH STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
  16. Indemnification. Upon AOL's request, Agency agrees to defend, indemnify and hold harmless AOL and its officers, directors, employees and representatives from all liabilities, claims and expenses, including attorneys' fees, that arise from a breach of this Agreement for which Agency is responsible or from the use of the Application. AOL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Agency. In that event, Agency shall have no further obligation to provide indemnification for AOL in that matter.
  17. Confidentiality. Agency agrees not to disclose Confidential Information of AOL unless authorized in writing by AOL. For purposes of this Section 17, "Confidential Information" includes without limitation: (a) all AOL software, technology, programming, specifications, materials, guidelines and documentation relating to the Application; (b) click-through rates or other statistics relating to any performance information provided by AOL to Agency; (c) information regarding AOL's customers or end users, and (d) any other information designated in writing by AOL as "Confidential" or an equivalent designation. Confidential Information does not include information that has become publicly known through no breach by Agency or AOL, or information that has been (i) independently developed without access to Confidential Information, (ii) rightfully received by Agency from a third party; or (iii) required to be disclosed by law or by a governmental authority.
  18. Your Information. The Application is part of the AOL Network. The AOL Privacy Policy explains the practices that apply to your information when you use and participate in the Application. Your ongoing participation in the Application signifies your consent to the information practices disclosed in the AOL Privacy Policy. You can review the Privacy Policy here.
  19. General Legal Terms. The Agreement constitutes the entire agreement between the Parties regarding the subject matter of this Agreement. This Agreement and your use of the Application will be governed by the laws of the State of New York. In the event a court determines that a provision of the Agreement is unenforceable, the Parties agree that such provision will be modified to reflect the Parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Agency may not assign any of its rights or obligations under this Agreement without the express written consent from AOL. This Agreement does not create an agency, employment or joint venture relationship between the Parties each Party is an independent contractor of the other.