Ads Terms Of Service

Advertising Terms of Service

Background Information

Bolt is in the business of providing advertising services for a fee; and

The other party to this agreement (such other party, the "Advertiser") wishes to retain Bolt to provide, and Bolt wishes to provide to Advertiser, the advertising services set out in 1.1, below (the "Services"),

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Terms of Service

1. Appointment, Acceptance, and Duties.
   1. Advertiser hereby appoints Bolt to provide Services related to the advertising and promotion of Advertiser's goods and/or and services set out in Schedule A (the "Products"). The Services shall include:
      1. Design and preparation of creative content for the Products.
      2. Engaging the services of third parties as necessary to complete the Services, and review of third-party supplier invoices, on Advertiser's behalf, arising from or otherwise related to the Services, and resolution, to Advertiser's reasonable satisfaction, of any issues that are identified by Bolt or Advertiser.
      3. Such other services as may be requested by Advertiser from time to time, including:
         1. promotions;
         2. publicity and other public relations activities;
         3. social media influencer campaigns;
         4. other social media initiatives;
         5. product placement;
         6. search engine optimization; and
         7. other activities related to advertising, marketing, promotion, or merchandising of the Products, whether using traditional, digital, mobile, or other media approved by Advertiser.
   2. Bolt accepts Advertiser's appointment and shall, during the term of this Agreement, provide Services to Advertiser related to the Products when requested by Advertiser.
2. Fees and Expenses; Payment Terms.
   1. In exchange for the Services, Advertiser shall pay Bolt the fees as invoiced by Bolt to the Advertiser from time to time as may be further set forth in the Advertising Agreement.
   2. Advertiser shall reimburse Bolt for actual, documented, and reasonable out-of-pocket expenses incurred by Bolt in connection with the performance of the Services that have been pre-approved in writing by Advertiser.
   3. Advertiser shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 7% per month or the highest rate permissible under applicable law. Advertiser shall also reimburse Bolt for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
3. Bolt Administrative Obligations. Bolt shall:
   1. Maintain all necessary licenses and consents and comply with all relevant laws, rules, and regulations applicable to the provision of the Services, including self-regulatory guidelines from organizations such as the Children's Advertising Review Unit ("CARU") of Better Business Bureau National Programs, Inc.
   2. Comply with all rules, regulations, and policies of Advertiser.
   3. Maintain complete and accurate records relating to the provision of the Services under this Agreement for inspection by or on behalf of Advertiser during the term of this Agreement.
   4. Ensure that all persons, whether employees, agents, subcontractors, or anyone acting for or on behalf of Bolt, are properly licensed, certified, or accredited as required by applicable law and are suitably skilled, experienced, and qualified to perform the Services.
   5. Not use, and shall not permit any third party to use, any of Advertiser's Confidential information (as defined in 5.1), Deliverables (as defined in 4.1), intellectual property, or consumer personal information:
      1. as input to train, validate, update, improve, or modify any of Bolt's or a third party's machine learning, deep learning, and other artificial intelligence ("AI") technologies capable of generating various types of content (such as text, images, video, audio, or computer code) based on user-supplied prompts, including statistical learning algorithms, models (including large language models), neural networks, and other AI tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment ("Generative AI Tools"); or
      2. as or in prompts for any Generative AI Tools;
4. Ownership of Deliverables.
   1. Bolt agrees that Advertiser owns all worldwide right, title, and interest in and to all advertising, marketing, merchandising and promotion, documents, work product, and other materials (in all media) that are delivered to Advertiser under this Agreement or prepared by or on behalf of Bolt in the course of performing the Services whether used or unused, including all copyright, trademark, trade name, patent and other intellectual property rights therein, together with all of the goodwill associated therewith (collectively, the "Deliverables"). Deliverables shall include, without limitation, whether finished or unfinished and whether used by Advertiser or not, all advertising, marketing, promotion and merchandising materials, copy, storyboards, concepts, ideas, trademarks, trade names, domain names, logos, slogans, taglines, inventions, discoveries, website design, style, content, structure, and look and feel, internet portals, writings, press releases, research, videos, presentations and proposals, artwork, drawings, photographs, graphic materials, videos, telephone numbers for use by Advertiser's consumers, and original music and lyrics.
   2. Any Deliverables that may qualify as "works made for hire" as defined in the Copyright Act (17 U.S.C. § 101), are hereby deemed owned by Advertiser as "works made for hire." To the extent that any of the Deliverables do not constitute a "work made for hire," Bolt hereby irrevocably assigns to Advertiser, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables. Upon Advertiser's request, Bolt will promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Advertiser to prosecute, register, perfect, or record its rights in or to any Deliverables.
   3. Bolt shall cause its employees and agents (collectively, "Bolt Personnel") to:
      1. Agree that any Deliverables that may qualify as "works made for hire" will be deemed "works made for hire" for Advertiser and, to the extent that any of the Deliverables do not constitute "works made for hire," to irrevocably assign, to Advertiser, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables.
      2. Irrevocably waive, to the extent permitted by applicable law, any and all claims such Bolt Personnel may now or hereafter have in any jurisdiction to so-called "moral rights" concerning the Deliverables.
      3. Upon Advertiser's request, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Advertiser in prosecuting, registering, perfecting, or recording its rights in or to any Deliverables.
   4. Notwithstanding anything herein to the contrary, Advertiser's ownership of the Deliverables shall be subject to (a) the rights of third parties whose materials or services are contained in the Deliverables with Advertiser's prior knowledge and written approval (e.g., stock footage, photos, music, software, etc.) and used under a license or other permission granted to Bolt or Advertiser ("Third Party Materials"), and (b) all materials owned by Bolt prior to, or independent from, the performance of Services under this Agreement, and all methodologies, software, applications, processes or procedures used, created or developed by Bolt in the general conduct of its business, excluding those developed specifically for Advertiser or at Advertiser's request or funded by Advertiser (collectively, "Bolt Materials").  Bolt hereby grants Advertiser a royalty-free, perpetual, worldwide license to any Bolt Materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Deliverables for any and all purposes. Bolt shall disclose in writing to Advertiser all usage limitations on Third Party Materials prior to their use in any advertising or launch of any Deliverable.
5. Confidential Information.
   1. All non-public, confidential or proprietary information of Advertiser, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, advertising, promotions, and marketing (collectively, "Confidential Information"), disclosed or otherwise made available by Advertiser to Bolt in connection with the provision of the Services and this Agreement, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential," is confidential, and shall not be disclosed or copied by Bolt without the prior written consent of Advertiser. Confidential Information does not include information that Bolt can demonstrate by documentary evidence that either:
      1. Is or becomes generally available to the public other than through Bolt's breach of this Agreement.
      2. Is communicated to Bolt by a third party that had no confidentiality obligations concerning such information.
      3. Was known to Bolt at the time of disclosure.
   2. Bolt shall use the Confidential Information only for the purpose of providing Services under this Agreement.
   3. Advertiser shall be entitled, in addition to any other remedies available to it, to injunctive relief for any violation of this Section.
6. Representations and Warranties. Bolt represents and warrants to Advertiser that:
   1. It shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and skillful manner in accordance with best industry standards for similar services.
   2. It shall devote adequate resources to meet its obligations under this Agreement.
   3. It is in compliance with, and shall perform the Services in compliance with, all applicable laws, rules, and regulations.
   4. Advertiser will receive good and valid title to all Deliverables, free and clear of all encumbrances and liens of any kind.
   5. Neither the Services or Deliverables, nor the use thereof, infringes or will infringe the publicity rights, privacy rights, or any other intellectual property rights of any third party.
   6. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6, (A) NEITHER BOLT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) ADVERTISER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF.
7. Indemnification.
   1. Bolt shall defend, indemnify and hold harmless Advertiser its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees   from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or related to the Services, gross negligence, or willful misconduct, or material breach of this Agreement.
   2. Advertiser shall defend, indemnify and hold harmless Bolt its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees   from and against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers arising out of or related to Section 8, gross negligence, or willful misconduct, or material breach of this Agreement.
   3. In the event of any proceeding, litigation, investigation, or other proceeding by any regulatory entity against Advertiser relating to advertising or promotional materials prepared by Bolt, Bolt shall provide all requested assistance to Advertiser in preparing its defense at Bolt's expense.
   4. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL BOLT BE LIABLE TO ADVERTISER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
   5. MAXIMUM LIABILITY. BOLT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED FIFTH PERCENT OF THE TOTAL OF THE AMOUNTS PAID TO IT UNDER THIS AGREEMENT.
8. Intellectual Property.   
   1. Subject to and in accordance with the terms and conditions of this Agreement, Advertiser grants Bolt and its affiliates a limited, non-exclusive, royalty-free, worldwide license during the Term to use Advertiser's Intellectual Property solely to the extent necessary to provide the Services to the Advertiser.  "Intellectual Property" means trade secrets, trademarks, domain names, original works of authorship and related copyrights, patents, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world therein. Intellectual Property shall include all applications, registrations, renewals, issues, reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
   2. Advertiser represents and warrants that the Intellectual Property does not infringe and will not infringe any Intellectual Property of any third party arising under any laws, and, as of the date hereof, there are no pending or, threatened claims, litigation, or other proceedings pending against Advertiser's Intellectual Property by any third party.
9. Term and Termination.
   1. The initial term of this Agreement commences on the Effective Date and continues thereafter monthly, unless and until sooner terminated as provided in 9.3.
   2. Either Party may terminate this Agreement at any time, without cause, by providing at least 30 days' prior written notice to the other Party.
   3. In addition to any remedies that may be provided under this Agreement, Advertiser may terminate this Agreement with immediate effect on written notice to Bolt, if Bolt either:
      1. Has not performed or complied with any of the terms of this Agreement, in whole or in part.
      2. Becomes insolvent, dissolves, liquidates, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
   4. The expiration or termination of this Agreement, for any reason, shall not release either party from any obligation or liability to the other party, including any payment and delivery obligation that has already accrued hereunder.
10. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any Bolt, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
11. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.
12. Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the City of Wilmington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
13. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the signature pages hereto or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
14. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
15. Survival. Provisions of this Agreement, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement.
16. Arbitration.  The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, a "Dispute"), shall be resolved exclusively and finally by binding arbitration, rather than in court, except that either Party may seek temporary or permanent injunctive relief in a court of competent jurisdiction to protect its confidential information or intellectual property rights. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect (the "Rules"). The arbitration shall be conducted by a single arbitrator mutually selected by the Parties from the AAA’s roster of neutrals. If the Parties cannot agree on an arbitrator within fourteen (14) days of the filing of the arbitration demand, the AAA shall appoint the arbitrator in accordance with the Rules.  he Parties agree that arbitration shall be conducted on an individual basis only, and not on a class, collective, or representative basis. The Parties further waive any right to a jury trial.  ach Party shall bear its own attorneys’ fees and costs in connection with the arbitration, except as the arbitrator may otherwise determine in accordance with applicable law or this Agreement
17. Entire Agreement; Amendment and Modification. This Agreement, together with any documents incorporated herein by reference, including the Advertising Agreement or other similar agreement, constitutes the sole and entire agreement of the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. The terms of this Agreement prevail over any terms and conditions contained in any other documentation and expressly exclude any of Bolt's standard terms and conditions or any other document issued by Bolt under this Agreement. This Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.