Adgooroo API: Activate Account

Terms and Conditions
You must agree to the terms and conditions below to activate API access for your account.
AdGooroo API Terms & Conditions

This is a legal agreement between you and AdGooroo. By accepting these terms, you are representing that you have the authority to bind the party being registered for access to this API (you and that party collectively referred to as “you”). In exchange for use of and access to this API and its specifications you agree to be bound by the terms of these terms and conditions (the “AdGooroo API Agreement”). The AdGooroo API is a feature of the AdGooroo program and subject to any terms and conditions with which you may have previously entered into in conjunction with your AdGooroo subscriber agreement. 


The AdGooroo API and Specifications are, as applicable, the intellectual property and proprietary information of AdGooroo. Any right to use, copy or to retain a copy of the AdGooroo API and Specifications is subject to and contingent on your full compliance with this AdGooroo API Agreement. If you violate any part of this AdGooroo API Agreement, your access to the AdGooroo API may be suspended or terminated without notice and you have no right to use the AdGooroo API. If you wish to terminate all or part of this AdGooroo API Agreement, you must cease all use of the AdGooroo API.


I. AdGooroo API Use

   1. Permission to Use. You may use the AdGooroo API to access AdGooroo only in accordance with the terms and conditions of this AdGooroo API Agreement. 

   2. Non-Compliant AdGooroo API Clients. You shall not use an AdGooroo API Client that violates this AdGooroo API Agreement.

   3. AdGooroo API Report Data.

         A. Transfer of AdGooroo API Report Data. You shall not sell, redistribute, sublicense or otherwise disclose or transfer to any Third Party all or any portion of AdGooroo API Report Data (except that you may disclose the AdGooroo API Report Data from a particular account to the owner of that account).

         B. You take responsibility for any and all use of the AdGooroo API associated with your account or subaccounts, if obtained directly or indirectly from you.

         C. Security. You shall use all reasonable efforts to keep all AdGooroo API Data in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data. All data transfer using the AdGooroo API must be secured using at least 128 Bit SSL encryption, or for transmissions directly with AdGooroo, at least as secure as the protocol being accepted by the AdGooroo API servers.

   4. AdGooroo Monitoring. You acknowledge that Adgooroo may monitor any AdGooroo API activity for the purpose of ensuring quality, improving our products and services and compliance with these terms. You shall not try to interfere with such monitoring or otherwise obscure from AdGooroo your AdGooroo API activity. AdGooroo may use any technical means to overcome such interference.


II. AdGooroo API Client Development and Distribution

   1. Permission to Use. You may use the AdGooroo API and AdGooroo API Specifications to develop and distribute an AdGooroo API Client only in accordance with the terms and conditions of this AdGooroo API Agreement. For example, any AdGooroo API Clients you use, develop or distribute must meet the criteria set forth in this Section II.

   2. AdGooroo API Clients.
         A. Account Data. The AdGooroo API Client must neither enable nor allow any party to access or use the account, passwords, AdGooroo API Data or any other account information of a party other than the then-current end-user (which includes parties acting on an end-user's behalf and authorized by that end-user to do so).

         B. Aggregate Information. Notwithstanding anything to the contrary in this AdGooroo API Agreement, AdGooroo API Clients may only use or transfer AdGooroo API Data as expressly allowed in Section III of this API Agreement and, except in the case of a disclosure of account information to that account owner, only if all the data is in aggregate form that cannot be correlated to specific users or accounts.

         C. Reporting Data. The AdGooroo API Client can show AdGooroo API Report Data on the same page of the user interface or on a separate tab or screen with the content of Third Parties; provided that the AdGooroo API Client may not (i) display non-AdGooroo data in a manner that would lead any person to reasonably attribute such data to AdGooroo or an AdGooroo account, (ii) display AdGooroo data in a manner that would lead any person to reasonably attribute such data to parties other than AdGooroo or to a product other than AdGooroo or (iii) display non-AdGooroo data in aggregate with AdGooroo data unless it is made clear how much of the aggregate is composed of AdGooroo data. An AdGooroo API Client may display aggregated data that is calculated in part or in whole based on data or information from a Third Party so long as the AdGooroo API Client complies with the rest of this Section III(2)(c).

         D. Security. Each AdGooroo API Client must have adequate protections in order to keep secure and prevent the interception of all AdGooroo API Data. All such information must be kept in a secure environment at all times according to commonly acceptable security standards for enterprise data, but an environment at least as secure as that for your own enterprise data. All AdGooroo API Clients must transmit data with a protocol at least as secure as 128 Bit SSL encryption, or for transmissions directly to AdGooroo, at least as secure as the protocol being accepted by the AdGooroo API servers.

         E. Personally Identifiable Information. The AdGooroo API Client must not collect personally identifiable information of any party unless it first informs the user about the types of information being collected and how that information may be used and then obtains the user's express permission for those uses.

         F. Compliance with Law. The AdGooroo API Client must comply with all applicable government laws, rules and regulations and any Third Party's rights and must not operate in a manner that is, or that a user of the AdGooroo API Client would reasonably consider, deceptive, unethical, false or misleading.

         G. Duty not to Interfere. The AdGooroo API Client must not interfere or attempt to interfere in any manner with the proper working of the AdGooroo API. Each AdGooroo API Client must authenticate with AdGooroo as outlined in the AdGooroo API Specification. 

         H. AdGooroo Monitoring. The AdGooroo API Client must not, and must not attempt to, interfere with AdGooroo monitoring of AdGooroo API activity or otherwise obscure from AdGooroo AdGooroo API activity. AdGooroo may use any technical means to overcome such interference, including without limitation suspending or terminating access of the AdGooroo API Client.

   3. API Client Branding.

         A. Logo Use. Unless express written permission is granted by AdGooroo, AdGooroo API clients must display either the AdGooroo logo or the text, "Powered by AdGooroo" in close physical proximity to any data provided by the AdGooroo API. 

         B. You shall not alter Brand Features in any way at any time (for example, changing color or size) without AdGooroo's prior written permission. You shall not display Brand Features on, or associate Brand Features with, any “adult content” or illegal content. Goodwill in the Brand Features will inure only to AdGooroo's benefit and you obtain no rights with respect to any of them. You irrevocably assign and must assign to AdGooroo any right, title and interest that you obtain in any of AdGooroo's Brand Features. 

III. The AdGooroo APIs in General

   1. Payment for Usage.

         A. Rates and Units. The number of quota units consumed by each type of AdGooroo API operation is set forth in the API Specification located at http://api.adgooroo.com/documentation.aspx. “Quota Charges” means amount charged per quota unit consumed. You shall pay to AdGooroo all Quota Charges per month. You are responsible for any AdGooroo API operations in connection with your Developer Token.

         B. Pricing Changes. Adjustment to AdGooroo's rate-card for the number of quota units consumed by any existing AdGooroo API operations will take effect any time 15 days after notice to you. Any changes to Quota Charges per quota unit will take effect any time at least 30 days after notice to you.

         C. Payment Terms. You shall pay all charges in U.S. Dollars, unless otherwise set forth between you and AdGooroo in writing, by (a) prepayment, (b) upon invoice due date, or (c) any other method accepted by AdGooroo for AdGooroo API payments. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for (y) any taxes, government charges, and (z) reasonable expenses and attorneys fees AdGooroo incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the invoice date (this does not affect your credit card issuer rights). Charges are solely based on AdGooroo's measurements of quota usage. Nothing in these terms may obligate AdGooroo to extend credit to any party.

   2. NO GUARANTEED ACCESS.

         A. No Continued Access OR STANDARD. YOU ACKNOWLEDGE AND AGREE THAT AdGooroo may suspend or terminate your access to the AdGooroo API for the reasons provided in Section IV(12), OR CHANGE ANY OF THE AdGooroo API SPECIFICATIONS, PROTOCOLS OR METHODS OF ACCESS for any or no reason and will bear no liability for such decisions. It is solely your responsibility at all times to backup your data AND to be prepared to manage your accounts and conduct your business without access to the AdGooroo API.

         B. No Service Level. AdGooroo DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE AdGooroo API WILL BE AVAILABLE WITHOUT INTERRUPTION OR WITHOUT BUGS.

   3. Inspection for Compliance.

         A. User-Interface Inspection. You agree that AdGooroo may inspect your AdGooroo API Client user interfaces up to 3 times per calendar year. Any such inspection must be during normal business hours. You must allow AdGooroo to visit your place of business, or inspect your AdGooroo API Client in some other manner agreed between you and AdGooroo, within 7 days after notice from AdGooroo that AdGooroo desires to inspect your AdGooroo API Client interfaces. AdGooroo's inspection shall consist only of a thorough walk-through with AdGooroo of each screen in your AdGooroo API Clients on which AdGooroo API Data is displayed or inputted. At the conclusion of such inspection, you shall provide AdGooroo with a signed certification that you showed AdGooroo all such screens.

         B. Systems Inspection. In addition to AdGooroo's rights under Section IV(3)(a), at AdGooroo's expense (except as set forth below) AdGooroo may appoint (subject to the below) a Third Party inspector (the “Inspector”) for a systems inspection, only as set forth in this section, of your AdGooroo API Use. The Inspector must sign a nondisclosure agreement protecting your confidential information. The Inspector may, upon reasonable notice and during normal business hours, but no more often than 3 times each calendar year, inspect only those of your systems (including without limitation interfaces, protocols, backend systems, databases, etc.) relating to your AdGooroo API Client for the sole purpose of determining compliance with this AdGooroo API Agreement. The Inspector may report to AdGooroo only whether or not you and your AdGooroo API Client are in compliance with this AdGooroo API Agreement, but if the Inspector reports non-compliance, then the Inspector may disclose to AdGooroo the specifics only of the non-compliance. In the event that an inspection reveals material non-compliance with this AdGooroo API Agreement, then you shall pay to AdGooroo the reasonable charges of the Inspector. You may object to AdGooroo's choice of Inspector, but only to the extent you reasonably believe the Inspector is your competitor or is not qualified to conduct such an inspection, in which case you shall cooperate with AdGooroo in good faith to appoint an appropriate Inspector within 3 business days.

   4. Compliance with Law and Policies. You are responsible for complying with all applicable government laws, rules and regulations, all Third Party rights and all AdGooroo policies. You shall not use the AdGooroo API in a manner that violates such laws, rules and regulations, Third Parties' rights or any AdGooroo policies or in a manner that is deceptive, unethical, false or misleading.

   6. Duty not to Interfere. You shall not interfere or attempt to interfere in any manner with the proper working of the AdGooroo API.

   7. Usage and Quotas. AdGooroo may, in its sole discretion, set a quota on your AdGooroo API usage based on, among other things, the AdGooroo spend history of the accounts under management by your Developer Token. You shall not attempt to exceed automated use-quota restrictions.

   8. No Implied Rights. Other than expressly granted herein, this AdGooroo API Agreement does not grant either party any intellectual property or other propriety rights. You hereby release and covenant not to sue AdGooroo and its corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the AdGooroo API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the AdGooroo API. As between you and AdGooroo, AdGooroo and its applicable licensors retain all intellectual property rights (including without limitation all patent, trademark, copyright, and other proprietary rights) in and to the AdGooroo API Specifications, all AdGooroo websites and all AdGooroo services and any derivative works created thereof. All license rights granted herein are not sublicenseable, transferable or assignable unless otherwise stated herein.

   9. Non-exclusive. This AdGooroo API Agreement is a non-exclusive agreement. You acknowledge that AdGooroo may be developing and may develop products or services that may compete with this AdGooroo API, AdGooroo API Clients or any other products or services.

  10. Third Party Opt Out. You must, at all times, provide to any customers for whose accounts you are accessing through the AdGooroo API the ability to easily and quickly (no longer than 3 business days after customer notice to you) disassociate their AdGooroo campaigns from your services and Developer Tokens and regain exclusive control of their AdGooroo accounts.

  11. Indemnification. You shall indemnify, defend and hold AdGooroo, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are “Claims”) arising out of or related to any act or omission by you in using the AdGooroo AdGooroo API, or relating to the development, operation, maintenance, use and contents of an AdGooroo API Client, including but not limited to any infringement of any third-party proprietary rights. At AdGooroo's option, you shall assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, AdGooroo may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without AdGooroo's prior written consent).

  12. Termination. Any licenses contained in this AdGooroo API Agreement will terminate automatically without notice if you fail to comply with any provision of this AdGooroo API Agreement. AdGooroo reserves the right in its sole discretion to cease providing all or any part of the AdGooroo API (whether the current version or a Deprecated Version (as defined in Section IV(17)) immediately without any notice if:
         A. AdGooroo reasonably believes you have breached any provision of the AdGooroo API Agreement;
         B. AdGooroo is required to do so by law;
         C. the AdGooroo API relies on data or services provided by a third party and the relationship with such third party (i) has expired or been terminated or (ii) requires AdGooroo to change the way AdGooroo provides the data or services through the AdGooroo API;
         D. providing the AdGooroo API could create a substantial economic burden as determined by AdGooroo in its reasonable good faith judgment; or
         E. providing the AdGooroo API could create a security risk or material technical burden as determined by AdGooroo in its reasonable good faith judgment.

      Upon any termination or notice of any discontinuance, you must immediately stop and thereafter desist from using the AdGooroo API or distributing or developing AdGooroo API Clients and delete all AdGooroo API Specifications in your possession or control (including without limitation from your AdGooroo API Client and your servers). If the AdGooroo AdGooroo program ceases to support a program feature, the AdGooroo API will continue to function and will return an error code for the AdGooroo AdGooroo program feature that is no longer supported.

  13. Modification. AdGooroo may modify any of the terms and conditions contained in this API Agreement, at any time and in its sole discretion, by posting a change notice to your account, changing the agreement linked from the AdGooroo FAQ, emailing the email address of your AdGooroo account or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE AdGooroo API, CONTINUED POSSESSION OF A COPY OF THE AdGooroo API SPECIFICATIONS OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF AN AdGooroo API CLIENT FOLLOWING A NOTIFICATION OF A CHANGE AS DESCRIBED ABOVE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

  14. Disclaimer and Limitation of Liability. AdGooroo DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. AdGooroo SHALL HAVE NO CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AdGooroo API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ADDITIONALLY, AdGooroo SHALL HAVE NO DIRECT LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AdGooroo API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT ANY OF THE ABOVE IS NOT ENFORCEABLE, AdGooroo'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO AdGooroo BY YOU FOR THE AdGooroo API SERVICES IN THE MONTH PRECEDING THE CLAIM. THE ADGOOROO API IS MADE AVAILABLE PRIMARILY AS A CONVENIENCE TO AdGooroo'S USERS AND AS SUCH YOU AGREE THAT THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THIS SECTION AND SECTION IV(2)) ARE A FAIR ALLOCATION OF RISK AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE MODEST FEES CHARGED BY AdGooroo.

  15. Injunctive Relief. You acknowledge that the limitations and restrictions in this AdGooroo API Agreement are necessary and reasonable to protect AdGooroo, and expressly agree that monetary damages may not be a sufficient remedy for breach of this Agreement. In recognition thereof, you agree not to assert, with respect to an action or motion of AdGooroo for injunctive relief with respect to such breach, that monetary damages would be sufficient remedy for any such breach. You agree that AdGooroo will be entitled to seek temporary and permanent injunctive relief against any threatened violation of such limitations or restrictions or the continuation of any such violation in any court of competent jurisdiction, without the necessity of proving actual damages.

  16. Miscellaneous. The AdGooroo API Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Illinois, without regard to its conflict of laws rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THE AdGooroo API AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN COOK COUNTY, ILLINOIS. The AdGooroo API Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any conflicting or additional terms contained in additional documents or oral discussion are void. You may grant approvals, permissions and consents to AdGooroo by email, but any modifications by you to this AdGooroo API Agreement must be made in a writing executed by both parties. Any notices to AdGooroo must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. Any waiver of a provision of this AdGooroo API Agreement or of AdGooroo's rights or remedies must be in a writing signed by AdGooroo to be effective. Failure, neglect, or delay by AdGooroo to enforce a provision of this AdGooroo API Agreement or its rights or remedies, will not be construed as a waiver of AdGooroo's rights and will not in any way affect the validity of the whole or any part of this Agreement or prejudice AdGooroo's right to take subsequent action. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the AdGooroo API Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void. You and AdGooroo are not legal partners or agents, but are independent contractors.

  17. Deprecation Terms. AdGooroo may, in its sole discretion, cease providing the current version of the AdGooroo API, at which point the current version of the AdGooroo API will be deprecated (the “Deprecated Version”). AdGooroo will issue an announcement if the current version of the AdGooroo API will be deprecated. For a period of 3 months after an announcement (the “Deprecation Period”), AdGooroo will use commercially reasonable efforts to continue to operate the Deprecated Version and to respond to problems with the Deprecated Version deemed by AdGooroo in its sole discretion to be critical. During the Deprecation Period, no new features will be added to the Deprecated Version. AdGooroo reserves the right in its sole discretion to cease providing all or any part of the Deprecated Version immediately without any notice for any of the reasons provided in Section IV(12). At any time prior to creating a Deprecated Version, AdGooroo may, in its reasonable discretion, label certain features or functionality of the AdGooroo API as "experimental." This Section IV(17) of the AdGooroo API Agreement will not apply to any features or functionality labeled as "experimental."