These Terms of Service, together with the Insertion Order (collectively, this “Agreement”), are entered into as of the effective date specified in the Insertion Order between the Publisher (as defined in the Insertion Order) and the Company. Each is referred to as a “Party” and collectively as the “Parties.”
Terms not otherwise defined herein shall have the meanings set forth below:
Includes various content formats used as advertisements, such as text messages, audio, video files, rich media, banners, pop-ups, and links.
An entity providing Ads available on the Platform.
The Company’s technology allowing Publishers to present Ads on their Media, as well as on other publishers' media.
Relevant laws, regulations, and industry standards, including those of the End User’s jurisdiction, the USA, and the EU.
Individual human users of the Media.
Includes all information related to the Solution, Platform, or Tag, as well as other sensitive data disclosed to the Publisher. Information already public, known prior to negotiation, or disclosed by a third party without breach of confidentiality is excluded.
Code requesting an Ad from the Platform, provided by the Company for integration on Publisher Media.
Internet assets within Publisher’s Media where Ads are displayed, sold via the Platform.
Websites, applications, and other platforms owned, controlled, or contracted by the Publisher to display Ads.
The Privacy Policy available on the Platform.
The Platform and its components, including Company’s methods, tools, and intellectual property.
The Company grants Publisher a limited, non-exclusive license to use the Tag on its Media and access the Platform for displaying Ads, subject to this Agreement’s terms. All other rights are reserved by the Company.
Publisher shall not sublicense, reverse engineer, modify, or use the Solution for competitive purposes. All rights not explicitly granted are reserved by the Company.
Publisher is responsible for the actions of its agents or subcontractors accessing the Solution and must ensure their compliance with this Agreement.
Publisher warrants that it owns and controls the Media, has the authority to enter into this Agreement, and will comply with all applicable laws and guidelines. Publisher’s Media will not infringe on third-party rights or contain prohibited content.
Publisher must implement the Tag according to the Company’s instructions and may not alter the Tag or Ads.
Publisher agrees not to alter the Tag or Ads and to follow Company guidelines for Tag implementation on Media.
Publisher is responsible for its Media, the use of the Solution, and ensuring compliance with applicable laws, obtaining necessary rights and licenses, and adhering to Company policies.
Publisher shall not damage, tamper with, or misuse the Solution, including but not limited to modifying cookies, collecting personal data, or using prohibited content.
Publisher agrees to comply with all privacy and data protection laws, obtain necessary consents from End Users, and adhere to the Company’s Privacy Policy (PP).
Publisher will not associate personally identifiable information with the Platform without proper disclosure and consent.
This Agreement starts on the Effective Date and continues until terminated by either Party.
The Company may suspend or terminate Publisher’s access to the Solution for breach or at its discretion.
The Company may terminate this Agreement at any time with notice to Publisher.
Upon termination, Publisher must cease using the Solution and remove all Tags from Media. Sections 6, 7, 8, and 9 will survive termination.
Each Party agrees not to disclose or use the other Party’s Confidential Information except as necessary to fulfill its obligations under this Agreement.
Confidential Information does not include information that is already public, independently developed without use of the Confidential Information, or lawfully received from a third party.
The Company will not be liable for any indirect, incidental, or consequential damages arising from this Agreement. In no event shall the Company’s total liability exceed the amount paid to Publisher during the three months prior to the event giving rise to the claim.
Publisher agrees to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from Publisher’s breach of this Agreement or violation of applicable laws.
Neither Party may assign this Agreement without the other Party’s prior written consent.
This Agreement shall be governed by the laws of the jurisdiction specified in the Insertion Order.
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.
This Agreement may only be amended by a written agreement signed by both Parties.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.
By using the Solution, the Publisher acknowledges that they have read, understood, and agree to be bound by this Agreement.
