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Welcome to MaxxRTB! Thank you for choosing MaxxRTB services for your online advertising needs.
These Advertiser Terms and Condiitons ("T&Cs") are a binding legal agreement between MaxxRTB Inc. ("MaxxRTB") and the party using the Service as a Advertiser ("Advertiser", means a customer or advertising agency which create the advertising material to display on the publisher's sites).
By using our services, you are agreeing to these terms. If you are not agree with any of these terms, please do not use the services.
This contract shall start on the date on which you ("Client", "you", or "your") accept these conditions upon your registration with MaxxRTB and shall remain in full force and effect unless and until terminated by either party. By choosing to use our services for you or entering in to this agreemet on behalf of a company or other legal entity (as an advertising agency on behalf of a client), you are agreeing to the following terms. You warrent MaxxRTB that: You have the full power, authority and legal capacity to enter in to this agreement on behalf of such corporation or other entity. Since these terms impose certain legal obligations on you, it is important that you read them carefully.
2. Definition of Services and Services Disclaimer
2.1 "Services", as used in this agreement, includes all services that MaxxRTB makes available to you ("Client", "you", or "your"), including but not limited to the MaxxRTB's Programmatic Ad Exchange Platform, MaxxRTB support and MaxxRTB Materials (by download or any other method notified to you). MaxxRTB grants the following limited, revocable, non-exclusive, non-assignable right to use MaxxRTB's Programmatic Ad Exchange Platform for advertisers.
(a) search for, bid on and purchase ad inventory;
(b) serve ads (and related links) using our built-in ad server; and,
(c) track the results of your various campaigns;
2.2 Acknowledge and agree that it is your responsibility to ensure that you have appropriate protection for your computers, software, data and applications including any systems that you use to access the Services or any MaxxRTB materials. MaxxRTB is not responsible for any computer viruses, worms, software bombs, bugs or similar items that affect your computers, computer systems, software, infrastructure or data as a result of your access of the services or use of the MaxxRTB Materials.
2.3 Acknowledge and agree that nothing in this contract guarantees that the services and materials provided by MaxxRTB will be free from interruption or errors, there will be periods when the services and materials are unavailable and cannot be accessed. This may be the result of: (i) periodic maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks or other hostile actions; or, (iv) other reasons beyond MaxxRTB control. MaxxRTB shall not be liable for any loss or damage you may suffer as a result of any service or material being unavailable at any time.
2.4 Limitation of liability. You specifically acknowledge and agree that neither MaxxRTB, nor its affiliates companies, nor any of their respective directors, officers, employees, consultants or agents, will be liable for any defamatory, offensive or illegal conduct of any user, including you.
3. Limitation on rights
3.1 MaxxRTB does not grant you any express or implied right or license (such as any right or license under any patents, trademarks, copyrights or other proprietary or intellectual property rights) except as set forth in this Agreement. Advertiser agrees not to use or authorize use of the System for any purpose not specified in this Agreement. MaxxRTB (or its affilated companies or licensors, as the case may be) retains all rights in and to the services, including any enhancements.
3.2 MaxxRTB may make changes to the Service (including discontinuation of all or part of the Service) at any time. In the event of a material change you shall comply with all reasonable instruction,conditions and security requirements in respect thereof as shall from time to time be notified in writing to you by MaxxRTB or updated in MaxxRTB website. You will have no right to use, perform, display, reproduce and distribute MaxxRTB Materials for any other purpose.
4. Use Restriction
You are prohibited from using the service in any manner not clearly permitted under this agreement. The below list is for illustrative purpose only and is not a complete list of prohibited activites. If you have any doubt wheather your intended use of the service is prohibited under this agreement, contact MaxxRTB. Only written confirmation signed by authorized person from MaxxRTB is acceptable.
(a) advertise anything illegal, engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fees, fines, penalties or other liability to MaxxRTB or any of its affiliated companies, or to you;
(b) gain, or attempt to gain, access to the Services, or any portions of the Services, for which you are not authorized by MaxxRTB and access the services using an anonymizing proxy.
(c) break the terms for any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or making available the Services, except as expressly contemplated herein;
(e) frame, or utilize framing techniques to enclose, any of MaxxRTB trademarks, logos or other proprietary information (such as images, text, page layouts and forms);
(f) do anything that could disable, over-burden or impair MaxxRTB', or its partner's, servers, or the proper operation of the Services (such as a denial-of-service attack).
(g) use a credit card to fund your account or pay fees without the authorization of the credit card holder;
(h) spread, or facilitate the spread of, any viruses, worms or other malicious computer programs that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
(i) use any robot, spider, other computer program, or manual process, to monitor or copy the Services, or any portion of the Services;
(j) scrape any ads that have been served using the Services, or use any other automated means of data extraction to access, query or otherwise collect any information related to ads that have been served using the Product;
(k) make any information derived from the Services available to others as a form of market research or competitive intelligence; or,
5. Registration and Account set up
5.1 Confirmation of information: by entering into a contract with MaxxRTB you authorize MaxxRTB or a third party representative to make any inquries it considers necessary to validate either your identity or any of the information that you have provided; and conduct credit and/or background searches on you and your corporation. You may be required to provide further information, take steps to confirm ownership of an email address, or provide copies of identifying documents per operation of the Services (such as a denial-of-service attack).
5.2 Updating information: You must ensure that all information that you provide to MaxxRTB is true, accurate, complete and current. If any of the information is, or becomes, incorrect, you must immediately provide MaxxRTB with correct information.
5.3 Account setup: Setting up an account with MaxxRTB is free of charge. You will choose login credentials including password for your account and are responsible for all activites that occur through account or with credentials. You will solely responsible for any unauthorized usage. You will use resonable measures(use strong password - mixed upper and lower case letters, numbers and symbols) to secure your account credentials and must promptly notify MaxxRTB of any breach of security, misuse or unauthorized use of your account or credentials. You should regularly log in to your account and review the details of your spending to ensure that there has not been an unauthorized transaction or other error.
5.4 Account responsibility: You are responsible for ensuring the accuracy of all information you provide in accessing the Services such as entering bid prices, bid criteria, destination URLs. You are responsbile for campaign lunch after all delivery filters are set and campaign modification made using adjust the budget, suspend or stop a campaign.
5.5 Please note that if your account is inactive for a six-month period (i.e. you have not signed into your account, you have not added more funds or not run any advertising campaign then MaxxRTB may put your account on hold untill you request them to activate again.
6. Ad Eligibility Requirements.
Due to nature of MaxxRTB business, some or all of the below requirements may change over time, you must review each on a regular basis. All ads that you upload to the MaxRTB Programmatic Ad Exchange Platform must comply with below requirements. MaxxRTB will notify you of update in any of below requirements by either emailing you (to the email address you have provided) or updated in MaxxRTB website from time to time. Your continued use of the Services after such notification affirms your acceptance;
(a) MaxxRTB ad formats & its technical requirements like size, hight, width etc.
(b) MaxxRTB's Content guidelines applies not only to your ads, but also the landing page to which your ad clicks-through.
(c) You are responsible to comply to the applicable laws for advertising material based on country you live and any country where your ads are served.
7. Ad Quality
All the advertisers must need to go through MaxxRTB creative validation process to approve each creatives (advertisement). MaxxRTB creative validation process ensures that all creatives as well as landing page validated by a person; someone physically check that the creative is compliant to all ad eligibility requirement mention in section 6 and it is safte to run. Once an ad creative has cleared the validation process and is in running mode advertiser cannot change or edit creatives; advertiser only delete creatives and create new creative, which need to go through validation process again.
To increase the likelihood that your ad will be approved, you should ensure that your ad fits within the size parameters specified and complies with all of the applicable submission requirements, does not contain any malicious or prohibited content (Autoredirect, offensive content, deceptive ad, Gambling, Adult, Dating, Alcohol/Tobacco) and comply with IAB policy.
8. Ad Responsibility
8.1 You are solely responsible for all ads that you create, upload or traffic using the Services. MaxxRTB is not liable for any loss or damage that your ads may cause to you or others. You represent to MaxxRTB that you have all rights and permissions necessary to traffic your ads using the Services. If any damage was caused by your ads to a third party partner, MaxxRTB reserves the right to pass your contact details to affected party.
8.2 MaxxRTB may periodically review live ads to ensure on-going compliance with submission requirements, even if an ad has already been approved. MaxxRTB reserves the right to remove any ad that it believes is non-compliant with its ad eligibility requirements, or for any other reason. In addition to removing an ad, MaxxRTB may also suspend and/or delete your account.
By bidding on ad inventory through the MaxxRTB Programmatic Ad Exchange Platform, you are making a programmatic offer to purchase such ad inventory. If your offer is accepted means you have purchased such inventory. Purchases are non-cancellable. Ad inventory purchases are calculated using MaxxRTB statistics and data. If these differ from any other statistics or data, MaxxRTB measurements will prevail.
10. Payment Methods
10.1 There is a $500 USD minimum deposit each time you fund your account. MaxxRTB accepts wire transfer and PayPal as payment methods.
10.2 All monetary amounts related to the Services are in U.S. dollars. If you send monetary amounts other than U.S. dollars, they will be exchanged at the rate available to MaxxRTB at the time of such exchange officially published by ...
10.3 You are responsible for confirming the accuracy of all information that you provide for each payment (such as contact information, payment amounts and wire information, as applicable).
10.4 MaxxRTB uses third-party providers to process payments. As such, MaxxRTB is unable to make any guarantees as to how long it will take to post funds to your account. If you send a wire transfer or use PayPal, the processing and posting of funds to your account may take a few days.
You are responsible for all duties, tariffs and taxes related to your use of the Services, except for taxes on income paid or payable by MaxxRTB.
You can delete your account at any time by providing MaxxRTB with written notice that you wish to do so. MaxxRTB will refund the unused balance in your account (if any), minus an administrative fee of 15%, within 30 days. MaxxRTB will only send refunds to the source from which payment was made. MaxxRTB shall not provide refund to the advertisers who entered malware, malicious advertising materials or any kind of prohibited content (Autoredirect, Offensive Content, Deceptive Ad, Gambling, Adult, Dating, Alcohol/Tobacco) to MaxxRTB Programmatic Ad Exchange Platform. In this case, MaxxRTB reserves the right to suspend user's account immediately.
You hereby agree to defend, indemnify and hold MaxxRTB, and its affiliated companies, and each of their respective directors, officers, employees, consultants and agents harmless from any losses, damages, or costs arising from your use of the Services, or your breach of this agreement. This includes, but is not limited to, any losses, damages, or costs resulting from claims that your ads infringe upon any person's intellectual property or other rights.
14. Intellectual Property
14.1 Ad creative license.
MaxxRTB needs the right to use your ad to the extent necessary to provide you with the Services, now and in the future. By using the Services, you grant following a non-exclusive, royalty-free, transferable rights to MaxxRTB and its affiliates and subsidiaries and suppliers.
(a) use, display, perform, reproduce, distribute, publish, modify, adapt, and translate such ads, solely in the manner and for the purposes for which the Services are used from time to time
(b) use and modify any data related to your ads
(c) use your name, logo and ads on each of their respective websites and promotional materials
(d) you have the lawful right to post and distribute that ad to or through the Services and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity.
14.2 MaxxRTB property.
'MaxxRTB', 'maxxrtb.com' and the MaxxRTB logo are, trademarks of MaxxRTB, its affiliated companies, and/or its licensors; you may not copy, imitate or use any of these without MaxxRTB' prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of MaxxRTB, its affiliated companies, and/or its licensors; you may not copy, imitate, or use any of these without MaxxRTB' prior written consent. You acknowledge and agree that all right, title and interest in and to the aforementioned assets, including derivative creations, is the exclusive property of MaxxRTB, its affiliated companies, and/or its licensors, and is protected by applicable intellectual property and other laws.
14.3 Identification as customer. You grant MaxxRTB and its affiliated companies permission to identify you as a customer. This includes using your name, trade name and trademark (if applicable), and generally describing your business in their marketing materials and website.
(a) Deletion or suspension of your account. MaxxRTB reserves the right to suspend or delete any account in its sole discretion. If MaxxRTB suspends or deletes your account: (i) MaxxRTB is not obligated to provide you with a reason for its actions; and, (ii) MaxxRTB will refund the unused balance remaining in your Account if any minus 15% an administrative fee of 15%, within 30 days except cases when an advertiser has entered malware or other malicious advertising materials to MaxxRTB programmatic Ad Exchange Platform. In this case, MaxxRTB reserves the right to suspend user's account without providing the refund.
(b) Deletion of your account for breach. If you breach any of the terms of this agreement, MaxxRTB may suspend or delete your account. If MaxxRTB deletes your account for breach of the terms of this agreement, MaxxRTB will refund the unused balance remaining in your account, if any, minus liquidated damages in an amount equal to 50% of such remaining balance, within 30 days of receiving written instructions from you as where to refund the balance. You may be required to provide additional information or documentation in order for MaxxRTB to confirm your identity, before any refund request will be processed.
(c) Related Accounts. If MaxxRTB deletes your account your right to access the Services immediately terminates. You will not be permitted to open a new account. If MaxxRTB suspects that you are operating, or associated with, another account (based on its analysis of subscriber data, account content and other information), MaxxRTB may suspend or delete such 'related' account, as well.
(d) Effect of deletion or closing. If your account is suspended or deleted, your right to access the Services immediately terminates. In such case, you must immediately destroy all copies of downloaded materials in your possession or control, and immediately cease accessing the Services.
(e) Confidentiality. You must keep all information and data made available to you through the Services (including publisher information, publisher website statistics and inventory prices) strictly confidential, and not use such information and data for any purpose other than your own internal use.
(g) Suggestions. MaxxRTB does not pay for any suggestions regarding the Services, or any improvement to processes, procedures, marketing or any other matter (collectively "Suggestions"). Any Suggestions that you submit to MaxxRTB become the property of MaxxRTB. MaxxRTB will not: compensate you for any such Suggestion; have any obligation of confidentiality with respect to any such Suggestion; or, be liable to you for any use or disclosure of any such Suggestion. You grant MaxxRTB a royalty-free, irrevocable, unrestricted, non-exclusive, sub-licensable, assignable, worldwide license to use, modify, copy, sublicense, transmit, publish, create derivative works from, publicly perform and display any Suggestion for any purpose, commercial or otherwise, without compensation or liability to you or to any third party.
(h) No joint venture. No joint venture, partnership, employment or agency relationship exists or is created between you and MaxxRTB, or any of its affiliated companies, as a result of this agreement or your use of the Services.
(i) Headings. The division of this agreement into sections and subsections, and the insertion of headings, is for convenience of reference only. It is not intended to affect the construction or interpretation of this agreement.
(j) Assignment. You may not transfer or assign any rights or obligations you have under this agreement without MaxxRTB prior written consent. MaxxRTB may transfer or assign this agreement, or any right or obligation under this agreement, at any time, and is not required to provide you with notice of such assignment. Upon such assignment, the assignee becomes responsible for, and you release MaxxRTB from, all of MaxxRTB assigned obligations.
(k) Enurement. This agreement enures to the benefit of and binds you and MaxxRTB, and your/MaxxRTB respective heirs, executors, administrators, successors and permitted assigns, as applicable.
(l) Severability. The invalidity or unenforceability of any provision of this agreement does not affect the validity or enforceability of any other provisions of this agreement, and any such invalid or unenforceable provision is deemed to be severable.
(m) Force majeure. In addition to applicable disclaimers stated above, MaxxRTB performance under this agreement is excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labor disputes or controversies, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.
(n)Governmental or other subpoenas. MaxxRTB may be subpoenaed by governmental entities or others to provide information relative to your account. MaxxRTB has no obligation to inform you of any subpoena or response to any subpoena, and you agree that MaxxRTB will have no liability to you for disclosing information in response to a subpoena.
(o) Notices. MaxxRTB will provide you with any required notice by: posting it in the Services; emailing it to the email address listed in your account; or, mailing it to the street address listed in your account. Such notice is deemed to have been received by you immediately upon it being posting to the website or sent to you by email (unless we receive notice that the email was not delivered).
(p) Changes to Agreement. MaxxRTB has the rights to modify, add or remove any terms or conditions of this Agreement ("Changes"). You will be notified of any Changes through a posting on the Website, a notification in the Services or via email. All Changes are effective immediately upon posting ("New Effective Date"). The most recent version of this Agreement can always be found at maxxrtb.com. You agree to review this Agreement from time to time. Any subsequent use by you of the Services following the New Effective Date constitutes your acceptance of all such Changes. If you do not agree to any or all of the Changes, you must stop using the Services immediately and notify MaxxRTB via email at: firstname.lastname@example.org.
(q) Entire Agreement The agreement, as amended from time to time, constitutes the entire agreement between you and MaxxRTB for the Services and supersedes all prior agreements, written or oral, with respect to the same subject matter. You cannot change the terms of this agreement, nor can any MaxxRTB sales representative.
(r) Governing Law. This Agreement shall be governed by and construed in accordance with the United States and each of the parties submits to the exclusive jurisdiction of the courts of United States.
(s) WAIVER OF RIGHT TO JURY TRIAL. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT, ANY OTHER AGREEMENT RELATED HERETO OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, THE PARTIES AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.