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Terms & Conditions Addendum



THESE TERMS AND CONDITIONS are made as of the Effective Date of the Insertion Order or Order Form (together referred to as the “Insertion Order”) that incorporates these Terms (the Insertion Order, together with these Terms and the Privacy Policy, are referred to as the “Agreement”), by and between OnePortal Inc., a California corporation (together with its subsidiaries and affiliates hereinafter collectively referred to as “OnePortal”) and the Customer, as identified in the Insertion Order (together with its subsidiaries and affiliates hereinafter collectively referred to as “Customer”).  Capitalized terms used and not defined in these Terms shall have the meanings assigned to them in the Insertion Order, and vice versa.


In consideration of the mutual promises contained herein, the parties hereby mutually agree as follows:



1.  Fees and Payment. In consideration for OnePortal’s executing the Managed Service, Customer shall pay OnePortal a fee equal to the Total Spend Amount (unless otherwise agreed by both parties), which will be determined on an impression basis. Payment must be made by credit card, which shall remain on file with OnePortal and updated as needed by Customer.  Customer shall be responsible for any goods or services tax with respect to the Managed Services. 


1.1 Customer hereby grants OnePortal permission to charge any such credit card for Managed Services on a recurring basis. Customer’s credit card on file with OnePortal will be charged every seven (7) calendar days for authorized spend incurred in the previous seven (7) days (for example, OnePortal will charge Customer’s credit card on September 8 for Managed Services performed September 1-7) commencing Customer’s launch date. Customer acknowledges and agrees that this authorization will remain in effect until Customer provides at least thirty (30) days written notice of cancellation of payment form and OnePortal and Customer agree on an alternate form of payment. This payment authorization is for the Managed Services described herein, for the amount invoiced with respect to such Managed Services, and will be processed on the schedule specified herein or otherwise agreed between Customer and OnePortal in a separate written amendment. 


1.2 Customer agrees that fluctuations in actual spend up or down by fifteen percent (15%) shall not require new IO; however, fluctuations in actual spend greater than fifteen percent (15%) will need either an amendment or new IO signed by both parties. In the event Customer does not launch within thirty (30) days of the execution of the IO, Customer shall pay to OnePortal fifty percent (50%) of the Monthly Budget.  Customer hereby certifies that it is an authorized user of this credit card and that Customer will not dispute the payment in any way (including any chargebacks) with its credit card company; providing the transaction corresponds to the amount invoiced for Managed Services. Any changes to Customer’s billing information must be provided in writing at least thirty (30) days prior to the relevant invoice date and all outstanding and undisputed balances must be paid in full. Customer will be responsible for any chargeback or similar fees related to any credit card payment made in connection with this Agreement. Upon receipt of invoice, Customer will have ten (10) business days to query or dispute such invoice after which time the invoice shall be deemed to be accepted by Customer and no further dispute may be raised by Customer. 


1.3   Metrics & Campaign Performance. The number of impressions will be determined by the ad network the ads are served through (e.g. Google’s Ads and Google DV360). Google’s Campaign Management 360 Platform (or, as appropriate, DoubleClick, DDM, DCM, Display & Video 360, etc.) (collectively “DCM”) will serve as third-party verification of the impression count represented on the Platform and on OnePortal invoices. Please note that improper implementation of OnePortal’s pixel on Customer’s website may result in inability to retarget site visitors and improper tracking of conversions and related analytics. OnePortal hereby specifically disclaims any liability in connection with data discrepancy due to improper implementation of its pixel. CAMPAIGN PERFORMANCE AND OUTCOME IS NOT GUARANTEED. ONEPORTAL IS RESPONSIBLE ONLY FOR THE PURCHASE OF IMPRESSIONS AND IS NOT RESPONSIBLE FOR ACHIEVING ANY GOAL OR METRIC THAT MAY OR MAY NOT HAVE BEEN DISCUSSED WITH CLIENT.  [CC3] CAMPAIGN RESULTS WILL VARY.  CAMPAIGN PERFORMANCE IS DETERMINED SOLELY BY CLIENT TAKING INTO ACCOUNT WEBSITE TRAFFIC DRIVEN BY ONEPORTAL, WEBSITE TRAFFIC DRIVEN BY OTHER SOURCES, AND ANY OTHER FACTORS WHICH CLIENT MAY, IN ITS SOLE DISCRETION, DETERMINE RELEVANT.  CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT ONEPORTAL HAS NO CONTROL OVER CLIENT'S WEBSITE, ANALYTICS CONFIGURATION, PUBLISHER WEBSITES, NETWORK DELIVERY MECHANISMS (EG: AD EXCHANGES OR NETWORKS), CONSUMER BROWSER OR DEVICE MAINTENANCE/SET-UP, THE GENERAL MARKET CONDITIONS IN WHICH THE CLIENT IS ADVERTISING (EG: SALES, OFFERS, COMPETITIVE LANDSCAPE, CLIENT CONTENT, SEASONALITY, ETC.) OR ANY OTHER FACTOR WHICH MAY OR MAY NOT AFFECT CAMPAIGN PERFORMANCE. 


2.     Term and Termination. The Insertion Order shall be effective as of the Effective Date and shall remain in full effect until the End Date.


2.1   Minimum Period. Customer agrees to a minimum thirty (30) day testing period starting the Effective Date of the Insertion Order (“Minimum Period”). Customer may terminate the Insertion Order in its entirety for convenience after completion of the Minimum Testing Period. The Term shall automatically renew on the relevant End Date until terminated by either party in writing upon fourteen (14) days’ notice. ​


2.2   Termination.  Following the Minimum Period, either the Customer or OnePortal may terminate the Insertion Order in its entirety upon fourteen (14) days prior written notice to the other party, for any reason or no reason at all.


3.   Miscellaneous Provisions.



3.1      These Terms may not be altered, changed or amended except by a writing signed by authorized representatives of each of the parties hereto.



3.2 Governing Law; Jurisdiction. These Terms and the Insertion Order shall be governed by, and construed in accordance with, the laws of the state of California. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Exclusive venue for any action hereunder will lie in the state and federal courts located in San Francisco County, San Francisco, CA and both parties hereby submit to the jurisdiction of such courts. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

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