adRise Inc., ("adRise") operates and offers advertising serving and exchange functionality (the "Exchange") and other related services (the "Services") in connection with its websites adrise.com and adrise.tv (the Services, adrise.com and adrise.tv are collectively referred to as the "Site").
1. Intellectual Property: The copyrights, trademarks, patents, and other intellectual property related to the Site are owned by adRise or other third party licensors. You have no right to modify, copy, reproduce, republish, upload, post, reverse-engineer, transmit or distribute anything on or related to the Site without adRise's prior written consent. You grant adRise a non-exclusive, royalty-free, worldwide, license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display, and publicly perform any submissions you submit to us that are related to our delivery of Services unless otherwise excepted in this TOU.
2. Use of Site: You agree to use the Site only in accordance with terms of this Agreement. You understand that adRise does not guarantee or warrant that using the Site will be free of infection, viruses, worms, Trojan horses or other code that have destructive properties. adRise makes no representations about any other web site which you may access through the Site or which may link to the Site. YOU ASSUME COMPLETE RESPONSIBILITY IN USING THE SITE. ADRISE PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). ADRISE SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY RELATED TRANSACTION. ADRISE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.
3. Limitation of Liability: In no event will adRise be liable for: (i) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED VIA THE SERVICES, OR DOWNLOADED FROM THE SERVICES, OR ANY DELAY OF SUCH SERVICES, EVEN IF ADRISE OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICES. IF THIS EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS PROHIBITED IN A CERTAIN TERRITORY, THEN ADRISE'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
4. Indemnification. You agree to indemnify, defend and hold harmless adRise, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to adRise from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from material violation of this TOU (including negligent or wrongful conduct) by you or any other person accessing the Site.
5. Term and Termination; Confidentiality: The provisions of Sections 1 - 6 shall survive any termination of this Agreement. You agree to not reproduce, copy, distribute, or disclose adRise's confidential Information, whether received from adRise or from a third party, without adRise's prior written authorization.
6. Miscellaneous: This Agreement shall all be governed and construed in accordance with the laws of the state of California in the United States regardless of conflicts of law principles. You agree that any legal action or proceeding between adRise and you concerning this Agreement shall be brought exclusively in a federal or state court of competent jurisdiction sitting in California. You may not sell, transfer or assign this Agreement, any portion thereof, or any inventory or other rights obtained under this Agreement, in whole or in part, without our prior written consent. Any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of the TOU. adRise may assign its rights and duties in the TOU to any party at any time without notice to you. No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. If one or more provisions of this Agreement are held to be unenforceable, then such provision(s) shall be excluded from this Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms. adRise shall not be liable for any delay or failure to perform any of its obligations set forth in this Agreement due to causes beyond its reasonable control. You and adRise shall each act as independent contractors. Nothing in this Agreement shall be construed as creating a joint venture or partnership between the parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.
7. Additional Terms for Publishers: If you are a publisher ("Publisher") using adRise's Services to obtain third party advertisements ("Ads") for certain approved applications ("Approved App" or "Approved Apps") as indicated in your adRise account, then you also hereby agree to the following terms in this Section 7.
- Subject to the TOU, we grant you a non-exclusive, non-transferable, revocable right to use the Ads and any other documentation or code made available to you by us for placing Ads on an Approved App. Everything provided to you under this Agreement are owned by adRise and/or its third party suppliers and advertisers. Your license confers no title or ownership in the Ads or accompanying materials. We reserve all rights not expressly granted to you hereunder.
- adRise may in our sole discretion reject or terminate your use of our Services at anytime.
- You and adRise will share revenue from the Ads displayed on your Approved App in accordance with the revenue split between adRise and you or as indicated in your adRise account. We will pay you for all non-fraudulent impressions, as solely determined by adRise, for which we serve Ads. Payment will be sent within 60-90 days after payment is received from the advertiser on a quarterly calendar or shorter time period basis. For international payees, payments of less than $1000 shall be held until the next quarterly payment period until the amount owed to you is greater than $1000. If the Agreement is terminated, adRise will pay the remainder owed to you within 90 days from the date of termination. We reserve the right to permanently withhold all payments to any Publisher suspected of fraudulent activity.
- You represent and warrant that: (a) you have all necessary rights and authority to enter into this Agreement, to place Ads and use all materials contained on the Approved App, and (b) the Approved App will not contain any Prohibited Material. "Prohibited Material" means material that: (1) is misrepresentative, defamatory, or libelous, (2) violates any applicable law or regulation, (3) infringes or violates the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, video or music performance or other video or music-related rights, or any other right of any third party, or (4) contains any of the following: (i) pornography; (ii) hate material; (iii) information pertaining to illegal activity of any kind; or (iv) information pertaining to hacking.
- We may retain and use information you provide. You agree that we may transfer and disclose to third parties personally identifiable information (provided they keep such information in confidence) for the purpose of enabling your use of our Services. We may also provide information in response to valid legal processes or to establish or exercise our legal rights or defend against legal claims. We disclaim all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. You grant us the right to access, index and cache data related to the Approved App. You agree not to disclose the account password provided to you by us to any third party, and you understand that we cannot be responsible for damages that result from any other party obtaining and/or using your password. You agree to keep confidential any information related to the Services or this Agreement.
- We may issue a press release revealing the relationship in this Agreement and use your name and logo for marketing purposes. We may place language such as "Ads by adRise" with a hyperlink as part of the ad placement on your Approved App.
- To stop displaying Ads on the Approved App, simply remove the ad code provided to you by adRise. To terminate the Agreement and your participation in the Exchange, you must send written notice via our contact form. In conjunction with the terms of this TOU, sections 7(e) and 7(h) and any payment obligation shall survive.
- If adRise or its contractor builds an application for you, you hereby agree to: (i) not use another advertising partner for your application without adRise's prior written consent, and (ii) pay commercially reasonable application building costs if you do not integrate and use the Exchange within a reasonable time after the application has been built. You agree that adRise may publicly display and aggregate your content into an application pursuant to the terms of this Agreement.
8.Additional Terms for Advertisers: If you an using the Services to obtain media inventory or related goals on the Exchange to serve ads and you are submitting Ads and related materials to us, then you also hereby agree to the following terms in this Section 8 as an advertiser, agency, ad network, or related entity ("Advertiser").
- Subject to this TOU, we grant you a non-exclusive, non-transferable, revocable right to use adRise's online portal ("Portal") for creating and uploading Ads, setting the parameters for your advertising campaigns, and obtaining reports. Everything provided to you under this Agreement are owned by adRise and/or its third party suppliers and advertisers. Your license confers no title or ownership in the Ads or accompanying materials. We reserve all rights not expressly granted to you hereunder. You may not rent, sell, sublicense, or assign your right to participate in the Exchange. You agree that you will not interfere with the Services or monitor or copy the Services or any component thereof. We reserve all rights not expressly granted to you hereunder. You grant to us a non-exclusive, royalty-free, worldwide license to use, reproduce, market, display, publish, perform, distribute and transmit the Ads, including any content, trademarks, service marks or logos contained therein, throughout the Services, as specified by you in the Portal.
- adRise may in our sole discretion reject or terminate your use of the Services at anytime.
- Since we operate an ad exchange that includes multiple advertising partners, we must use standardized methods with respect to the measuring of Ad campaigns and their performance. Therefore, you agree to use our statistics, including impressions delivered for all cases, including cases related to the payment of Ad(s) delivered by us. Pacific Standard Time (PST) shall be the time period for traffic and tracking purposes. We will provide online reporting via your account to you at http://adrise.com/login. You understand and acknowledge that we may need to make adjustments to our reported statistics for, among other things, contractual provisions between the parties and statistical issues.
- You shall pre-pay all amounts for your advertising campaigns and no advertising campaign will go live until we have received full payment for such campaign, unless approved otherwise by us. You will pay all charges incurred related to the Services from your pre-paid amounts or as billed by us. Late payments of our billed invoices will incur a 1.5% interest rate fee per month (or the highest rate permitted by law). If you suspend or cancel your campaign or if there is money leftover from a particular campaign budget, such amount will remain as a credit in your account that you may apply toward another advertising campaign.
- We may, without prior notice or liability, refuse, remove or suspend any Ads from the Exchange for any reason. You are responsible for all costs you incur in connection with this Agreement. You understand that we will not be responsible for third party ad serving fees resulting from any over-delivery of impressions or clicks in connection with a campaign.
- You represent and warrant at all times that (a) you have all rights and authority necessary to enter into this Agreement and to grant us the licenses you grant to us in this Agreement, (b) the performance of your obligations under this Agreement does not and will not breach any agreement you have in place with a third party, and (c) the Ads, the use and display thereof, and the content linked to and from such Ads will not: (i) infringe or violate any patent, copyright, trademark, right of publicity, right of privacy, moral right, or any other right of any third party, (ii) be libelous, defamatory, misrepresentative, obscene, or otherwise inappropriate, (iii) violate any applicable law or regulation, (iv) advertise any unlawful product or service or promote the unlawful sale of any product or service, or (v) contain hate material or pornography.
- You understand that: (a) we have no obligation to review the Ads; (b) we are not an advertising publisher, but rather facilitate the placement of Ads on the Exchange using our proprietary technology, and (c) publishers may remove or reject Ads at their discretion.
- You understand that we cannot guarantee the uninterrupted display or accessibility of the Services. In the event of any inaccessibility to the Services, you acknowledge that our sole liability and obligation will be to restore access as soon as we determine is practicable.
- You agree that you will not furnish any information relating to publishers, policies, operations, or the Services to any third party without our prior written consent. We may retain and use information you provide. You agree that we may transfer and disclose to third parties personally identifiable information (provided they keep such information in confidence) for the purpose of enabling your use of our Services. We may also provide information in response to valid legal processes or to establish or exercise our legal rights or defend against legal claims. We disclaim all responsibility, and will not be liable to you, however, for any disclosure of that information by any such third party. We may share aggregate information about you with publishers, business partners, sponsors, and other third parties. You agree not to disclose the account password provided to you by us to any third party, and you understand that we cannot be responsible for damages that result from any other party obtaining and/or using your password. You agree to keep confidential any information related to the Services or this Agreement.
- YOU UNDERSTAND AND AGREE THAT WE MAKE NO REPRESENTATIONS OR GUARANTEES AS TO: (A) THE AVAILABILITY OF ANY PARTICULAR MEDIA INVENTORY ON THE EXCHANGE, (B) THE NUMBER OF PERSONS WHO MAY ACCESS OR VIEW ADS, OR (C) THE BENEFIT TO BE OBTAINED FROM ANY ADVERTISING CAMPAIGN YOU RUN THROUGH THE EXCHANGE.
- We may issue a press release revealing the relationship in this Agreement and use your name and logo for marketing purposes. We may place language such as "Ads by adRise" with a hyperlink as part of the ad placement in the Exchange.
- To stop an advertising campaign, simply cancel the campaign in the Portal. To terminate the Agreement and your participation in the Exchange, you must send written notice via our contact form. We may, with or without cause, terminate this Agreement upon written email notice to you. If we terminate this Agreement due to your breach of any material term in this Agreement, you will forfeit any balance or credit remaining in your account. However, if we terminate this Agreement for convenience or if you terminate this Agreement as described above, we will refund you any pre-paid but unused amounts remaining in your account provided you send a written request for such refund via our contact form. In conjunction with the terms of this TOU, sections 8(f) and 8(j) - 8(l) and any payment obligation shall survive.