If you “you” or “Company” are headquartered in North America, Central America, South America or the Caribbean, then these terms and prerequisites “Terms” or “Agreement” are a binding legal contract among you and OpenX Technologies, Inc. “OpenX US”. If you’re headquartered anywhere else on the earth, then these Terms are a binding legal contract between you and OpenX Limited along with OpenX US, “we” or “OpenX”. In each case these Terms cover your use of the OpenX Ad Exchange and related services that enable sellers e. g.
, publishers, ad networks to market and sell electronic and mobile advertising inventory and get hold of ads for screen on their electronic properties, excluding any information or data transmitted via such systems or capabilities “Service”. By using the Service you conform to these terms. If you do not trust any of these terms, please do not use the Service. OpenX may modify these terms at any time by posting the revised terms to its web site or by emailing you. Changes are positive automatically once we post them or email them.
Your continued use of the Service implies that you have everyday the changed terms. 1. 2 Limits. As between OpenX and also you, OpenX owns OK, title and attention in and to the Service, including future advancements and improvements. Except as contemplated during this Section 1, OpenX does not grant you any license, express or implied. OpenX reserves all rights not expressly granted hereunder, including the correct to always evolve the Service and all associated applied sciences.
You won’t reproduce, distribute, modify, prepare by-product works of, translate, opposite engineer, reverse assemble or disassemble the Service or any portion thereof. Under no cases may you employ the Service for benchmarking, gathering data on the performance of the Service or OpenX methods or aggressive intelligence. 2. 2 Service Data. Aside from the patron data described above, each party may use the info generated by your use of the Service as follows. You may use such data for any business intention so long as a it complies with its privacy policy and b it does not expose data that describes or displays the functionality of the Service or some other OpenX features to 3rd parties except provider providers who’re under confidentiality restrictions.
OpenX may use such data solely in reference to its provision of the Service and as long as it complies with its privacy policy. You renowned that other participants on the Service may have access to information related to you e. g. buyers have access to information concerning the stock they purchase including the URL and price paid and dealers have access to information in regards to the advertisers who purchase their stock. OpenX will pay you an amount related to the monies in reality retained by OpenX in reference to advertisements displayed in your stock, as such reimbursement is desperate by OpenX infrequently for members in the Service.
OpenX’s effect counts and record of the associated fee per impression could be decisive. OpenX will use commercially reasonable efforts to fill each effect in keeping with market situations at the time but cannot ensure that every impression or category of impressions could be filled or filled at a certain price. OpenX will make such settlement to you within sixty 60 days of the top of every calendar month. Payment could be made in US dollars. Except for taxes on OpenX’s income, you are responsible for paying all applicable sales, use or other taxes or duties, price lists, etc.
applicable to the Service. As applicable, Company will right now furnish notice to OpenX upon any change to Company’s VAT status. OpenX may hold any settlement until the cumulative amount owed to you totals at the least one hundred dollars $100. To the extent you furthermore mght use every other service offered by OpenX pursuant to a separate contract, OpenX reserves the proper to offset any amount owed to you under these Terms by any amount you owe to OpenX. 5.
1 You will comply with all applicable laws and rules. To clarify, you settle that each one websites, apps and other electronic houses with which you use the Service for your self or on behalf of your consumers a will comply with all applicable laws and laws, including but not limited to the Children’s Online Privacy Protection Act “COPPA”, b will not include content material or materials which are deceptive, libelous, obscene, invasive of others’ privacy, or hateful racially or differently, c will not introduce viruses or other malware to the Service or OpenX methods or end users, and d won’t infringe, violate or misappropriate any third party’s highbrow belongings or other rights. You will not make any stock obtainable in the course of the Service if the top users of such stock cannot lawfully be tracked, or have not provided you with ample permission or consent to enable the Service to track, using a persistent identifier for purposes of receiving promoting targeted on the basis of such end user’s online conduct. You grant OpenX permission to implement the Service and, to the extent required, access third party capabilities utilized by you or your end users in reference to these terms. You will not use the Service in a manner that violates your agreements with third events or could reasonably be anticipated to damage the Service or reflect unfavorably on the acceptance of OpenX or its consumers. You will not share access or passwords to any OpenX system with any third party.
OpenX reserves the proper to refuse any ads, websites, apps or other electronic properties, and to take down any ads. Company won’t export, re export or move any part of the Service except as approved by applicable export laws or rules. 5. 2 As relevant to its respective responsibilities under this Agreement, each party will provide notice of a privacy policy detailing its respective data collection, sharing, and use practices that comply with all applicable laws and regulations. Without hassle of the foregoing Company will comply with the relevant United States Digital Advertising Alliance Self Regulatory Principles published at “DAA Self Regulatory Principles” and, as applicable, with the corresponding DAA designated self regulatory frameworks centered in other international locations and/or areas.
Without proscribing the foregoing, Company will adjust to the more advantageous notice obligations relevant to First Parties as defined in the DAA Self Regulatory Principles by providing a disclosure that explains that data may be collected about guests’ use of the Company’s internet sites and/or applications for promoting and other functions and either a separately lists OpenX as a party that may gather and use data from Company’s digital homes and links to OpenX’s privacy policy or b links to the DAA AppChoices tool or the DAA website at as applicable. In addition, Company agrees not to share, pass or move any personally identifiable data or Sensitive Data as described below to OpenX. “Sensitive Data” means online account access credentials or a first name or initial and last name, in mixture with a Social Security number, driver’s license number, other state or executive identification number, scientific or health coverage data, biometric data, or an account number, debit card number, or credit card number in aggregate with any required security code, access code, or password that would permit access to or use of such individual’s card or account. Moreover, Company represents and warrants that to the extent Company provides any information concerning devices or users to OpenX, or enables OpenX to collect such data, it is shared, passed or offered to OpenX in compliance with all applicable laws and rules and with all important rights, consents, and permissions. Without restricting the foregoing, Company will not transfer any Precise Location Data to OpenX, or enable OpenX to acquire Precise Location Data from Company’s electronic houses, without acquiring Consent for such move for the intention of OpenX’s collection, use, and move of such data for the Service.
For the goal of this paragraph, the terms “Precise Location Data” and “Consent” shall have the meanings given to them in the DAA Self Regulatory Principles. OpenX may suspend your use of the Service or terminate your account at any time and for any reason or no reason. Upon such termination, your right to use the Service shall instantly terminate. OpenX may also modify any aspect of the Service at any time suddenly to you. You may cease to use the Service at any time without warning to OpenX and you’ll terminate your account at any time upon twenty four 24 hours’ written notice to OpenX. OpenX reserves the proper to throttle site visitors or adjust your use of the Service at any time and abruptly, for any reason or no reason, in its sole discretion.
OPENX DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED. THE SERVICE IS MADE AVAILABLE “AS IS” AND “AS AVAILABLE. ” INTER ALIA, OPENX DOES NOT REPRESENT OR WARRANT THAT A THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; B THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; C ANY STORED DATA OR REPORTING WILL BE ACCURATE, RELIABLE OR FREE FROM LOSS; OR D THE SERVICE OR THE INFRASTRUCTURE THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. OPENX EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NONINFRINGEMENT, COURSE OF DEALING OR PERFORMANCE. You will indemnify, defend and hold innocent OpenX and its directors, officials, employees and agents and its and their respective successors, heirs and assigns, and other clients of the Service e.
g. , advertisers, publishers, ad networks, ad businesses the “OpenX Parties” in opposition t any liability, damage, loss or cost adding reasonable legal professionals’ fees and charges incurred by the OpenX Parties in reference to any third party claim, suit, action, demand or judgment coming up out of or concerning any allegation that might constitute a breach of Sections 1 or 5 of these terms, your use of the Service, adding but not restricted to allegations that any website, app or other cloth you provide including the internet sites, apps and other fabrics of Company’s consumers violates any applicable law or infringes any third party right, including but not limited to COPPA and intellectual assets rights, or the kind or placement of classified ads on any web site, app or other cloth you furnish. You will provide OpenX with prompt notice of any claim and at your price, furnish information and help somewhat essential to defend such claim. You won’t enter into any settlement or compromise that might result in any legal responsibility to any OpenX Party without OpenX’s prior written consent. You will not furnish OpenX with any Confidential Information. OpenX may reveal Confidential Information to you.
“Confidential Information” means any data regarding the Service or disclosed at some point of or in advance of these Terms. Data in regards to the performance of the Service and OpenX systems is OpenX Confidential Information. You will use an identical care to give protection to Confidential Information as you use for your own identical data but in no event below cost-effective care. You will use Confidential Information only for the goal of using the Service as authorised by these Terms. You will right away return or damage the Confidential Information upon request.
“Confidential Information” doesn’t include any information that a is or turns into part of the general public domain through no fault of yours; b was already in your ownership; or c was independently developed by you without violation of this Section. If you are required to expose Confidential Information under judicial or governmental order, you’ll at once notify OpenX in order to allow OpenX to hunt private remedy. 12. 4 Notices needs to be in writing and will be deemed given when a brought in my view, or b sent by email, if to OpenX to right here email tackle: , and if to you to the specified representative at the email tackle provided by you to OpenX, if the sending party can verify that the e-mail was apparently sent successfully in accordance with its regular technical information and does not acquire an error notice Notwithstanding the foregoing, if the sending party receives an error notice as a result of the receiving party has modified its email handle with out formally notifying the sending party, the email notice is deemed helpful if the sending party is using the last email tackle provided by the other party for the categorical intention of receiving notices. In that case, the sending party will attempt to succeed in the receiving party by phone.
12. 6 The California state courts located in the County of Los Angeles, California will have exclusive jurisdiction to verify any disputes over fees among the events hereto. Any other action coming up under or related to those Terms may be resolved by arbitration and the events hereby consent to non-public jurisdiction in the County of Los Angeles, California and will be administrated by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Such an arbitration can be decided by a single arbitrator whose resolution could be final and binding and may be enforced in any court of competent jurisdiction. The prevailing party in any action is entitled to cheap legal professionals’ fees and fees and the proceeding could be kept personal except as required by law.
