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Welcome to MaxxRTB! Thank you for choosing MaxxRTB services.
These Publisher Terms And Conditions ("T&Cs") are made by and between MaxxRTB Inc. ("MaxxRTB") and the party using the Service as a publisher ("Publisher", means a customer of MaxxRTB that desires to make Inventory available via the Service for the placement of Ads)
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 accept these conditions upon your registration with MaxxRTB and shall remain in full force and effect unless and until terminated by either party. BY CLICKING THE "ACCEPT AND AGREE" BOX, YOU (1) REPRESENT THAT YOU ARE (a) AT LEAST 18 YEARS OF AGE (IN CASE OF AN INDIVIDUAL), OR (b) AUTHORIZED TO ENTER INTO THESE TERMS (IN CASE OF AN ENTITY), AND (2) AGREE TO BE BOUND BY THESE TERMS.
2. Definition of Services
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 publishers.
(a) Host, maintain and make available the website or application to sell Ad Inventory.
(b) Create adblock, sale Ad Invantory using our built-in ad server
(c) track the results of your Ad Invantory.
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 ("Client", "you", or "your") 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.
2.5 Publisher represents and warrants to MaxxRTB that all content, products, and services on the Site(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights; and the Site(s) do not, and will not during the term of this Agreement, contain any material described in section 6 (Eligibile sites) of this Agreement; and are free of any "worm", "virus" or other device that could impair or injure any person or entity; and It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations.
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. Publisher agrees not to use or authorize use of the System for any purpose not specified in this Agreement. MaxxRTB (or its affilated compnies 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 from time to time. 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) 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.
(b) break the terms for any party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
(c) 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;
(d) frame, or utilize framing techniques to enclose, any of MaxxRTB trademarks, logos or other proprietary information (such as images, text, page layouts and forms);
(e) 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).
(f) 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;
(g) use any robot, spider, other computer program, or manual process, to monitor or copy the Services, or any portion of the Services;
(h) 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.
5.4 Account responsibility: You are responsbilbe for ensuring the accuracy of all information you provide in accessing the Services such as sale ad inventory. 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 received any earned funds during that time, you have not sale ad inventory, then MaxxRTB may put your account on hold untill you request them to activate again.
6. Eligible Site(s).
MaxxRTB reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. Makesure about your site eligibility. The following are examples of sites that are not eligible for use of MaxxRTB services:
sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.)
sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.)
sites with illegal, false or deceptive investment advice and money-making opportunities
sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
sites that are under construction or incomplete
sites with extremely limited audiences or viewership
sites with any type of content reasonable public consensus deems to be improper or inappropriate
sites that contain any content violating Federal privacy laws, including the Children's Online Privacy Protection Act.
At any time MaxxRTB may investigate any Site for violation of this Agreement. MaxxRTB regularly performs compliance audits. If MaxxRTB determines that Publisher's Site(s) includes any undesirable content, MaxxRTB may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising Material on such Site(s) . In no event, will MaxxRTB or its Advertisers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Publisher's receipt of such notice from MaxxRTB. In addition MaxxRTB may also suspend and/or delete your account.
7. Ad placement & Ad Inventory
7.1 MaxxRTB provide Linking and Trafficking Guidelines to publisher for proper Ad placement. Publisher shall place the MaxxRTB HTML Insertion Code on all appropriate pages within its Site(s). Publisher shall not alter, sell or disclose the MaxxRTB HTML Insertion Code in any way without MaxxRTB's prior written consent. The MaxxRTB HTML Insertion Code for Advertising Material may not be used on a web page other than one located at an approved Site and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved Web Site. Advertising Material must not be modified from original format without consent from MaxxRTB.
7.2 Recording of Service Counts. MaxxRTB shall have the sole responsibility for calculation of statistics, including Impressions and click-through numbers. Central standard Time (CST) shall be the time period for traffic and tracking purposes. Statistics shall be available to online MaxxRTB Publisher account. Publisher understands that MaxxRTB's online statistics may not be 100% accurate and that MaxxRTB may make adjustments to Publisher's online statistics at the end of each calendar month to account for, among other things, specific contractual provisions (e.g., bonuses) and statistical errors. In the event that coding on Publisher's Site(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Publisher agrees to respond to the e-mail generated by MaxxRTB technical support within 48 hours. If Publisher does not respond to this alert, MaxxRTB reserves the right to (a) withhold payment on all Impressions and clicks delivered after the 48-hour period has expired, or (b) not show any revenue-producing Advertising Material on the relevant Site(s).
7.3 No Fraudulent Clicks or Impressions; Non-Viewable; Denied. Publisher shall not, and shall not authorize others, to generate fraudulent clicks or Impressions on any Ads served on the Publisher Properties as part of the Services, whether generated manually or by use of a device or other automated process. No payment shall be made hereunder in connection with (a) any clicks or Impressions that have been generated via fraud or other illegal conduct, or generated manually or via the use of a device, automated process, or other technical means where there is no bona fide End-User that actually views or performs the click on the Ads served on their Wireless Devices or (b) any Impressions commingled with fraudulent Impressions or fraudulent clicks as described in 7.3(a) (collectively "Fraudulent"). Further, no payment shall be made hereunder in connection with (i) any clicks or Impressions that do not meet the viewability standards set forth in the current rules or guidelines of the Media Rating Council (MRC) of the Interactive Advertising Bureau (IAB), provided that where no such rules or guidelines are in place, the minimum viewability standard required for payment shall be at least 50 percent of pixels in view for one consecutive second for a non-video, i.e., display, ad, and two consecutive seconds for a video ad ("Non-Viewable"), or (ii) any clicks or Impressions for which payment is denied by an Advertiser ("Denied"). In the event that Publisher has already received payments from MaxxRTB for Fraudulent, Non-Viewable, or Denied actions, MaxxRTB shall receive credit from future earnings or refunds from Publisher. Advertising Material may not be placed on pages, which reload automatically. Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. MaxxRTB's ad server(s) will be the official counter for determining the number of Advertising Material delivered under an applicable Order, and amounts payable under this Agreement.
7.4 You are solely responsible for all adbolcks that you create, insertion of code in your web page, linking using the Services. MaxxRTB is not liable for any loss or damage that your ad inventory may cause to you or others. You represent to MaxxRTB that you have all rights and permissions necessary to sale ad inventory using the Services. If any damage was caused by your ad inventory to third party partner, MaxxRTB reserves the right to pass your contact details to affected party.
8. Net Revenue Share; Reporting; payment
8.1 Net Revenue Share. In consideration for the Publisher's use of the Services and these Terms. MaxxRTB shall pay Publisher based on a revenue share model(an amount equal to a percentage of net revenue actually received by MaxxRTB from third-party Advertisers and/or ad networks, for Impressions delivered to End-Users' Wireless Devices, through the Publisher Properties, via the Services).
8.2 Payment Terms. Within thirty (30) days after the end of each calendar month during the Term, MaxxRTB will generate invoice report & publisher can review their earnings in both month and date wise manner. The Payment Reports will show the bases for calculating the Net Revenue Share for such month, and payments are calculated solely based on MaxxRTB's records. MaxxRTB will pay Publisher its Publisher Earnings for Advertising Material actually delivered by Publisher to each of Publisher's Site(s) approved by MaxxRTB within fourtyfive (45) days after the end of each calendar month (date of invoice generation). MaxxRTB shall have no obligation to remit such Net Revenue Share to Publisher until MaxxRTB receives payment from the corresponding Advertiser or third party to cover the Net Revenue Share otherwise due to Publisher. If the amount payable to Publisher for any given month is less than $50 U.S. Dollars ("USD"), MaxxRTB may roll such amount over to the subsequent payment period until the amount payable reaches a minimum of $50 USD.Payment of the Net Revenue Share shall be made in USD.
8.3 Taxes. MaxxRTB assumes no responsibility for paying income taxes on behalf of Publisher. By participating in the MaxxRTB Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence thereof. MaxxRTB shall provide Publisher with appropriate tax information, including earnings on Form 1099. Publisher residing in the United States agree to provide their Social Security number or Federal Employee Identification Number to MaxxRTB for tax reporting purposes. In no event will payments be made on accounts that have not provided proper tax identification information. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.
8.4 Forfeiture of Payment. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher's account. Failure to comply shall result in delay or forfeiture of Publisher's due payment, as follows: Publisher shall forfeit payment (a) at the expiration of a six-month period from the date of MaxxRTB's first issuance of credit note or invoice, or (b) after three consecutive unsuccessful payment attempts at Publisher's given PayPal or bank account(s).
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.
MaxxRTB shall disclose to Publisher the names of MaxxRTB's Advertisers ("Client List"); and Publisher agrees that the Client List is sensitive and highly confidential information that it shall use solely for its performance under this Agreement, and that it and its officers, employees, directors, members, agents and representatives shall not disclose it to any other party for any purpose without the prior written consent of MaxxRTB. Publisher shall ensure that each of the persons or parties in the previous sentence have signed confidentiality agreements with Publisher consistent with the aforesaid sentence before it may disclose the Client List to them. Notwithstanding the previous two sentences, however, Publisher may disclose to any third party the existence of its relationship with MaxxRTB; but it cannot disclose the Client List or the existence or nature of MaxxRTB's relationship with any Advertisers included in the Client List. Publisher's obligations under this paragraph shall continue indefinitely following the date of termination of this Agreement.
11. Intellectual Property
11.1 MaxxRTB Interactive shall use the trade names or trademarks of the other party or Advertisers or publisher without prior written approval from the party owning such name or mark.
11.2 MaxxRTB property.
'MaxxRTB', 'maxxrtb.com' and the MaxxRTB logo are, and remain, 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.
11.3 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.
12. Term and Termination.
12.1 Access to Services. PUBLISHER AGREES THAT MAXXRTB HAS NO OBLIGATION TO ALLOW PUBLISHER ACCESS TO THE SERVICES OR ANY PART THEREOF, AND MAY REFUSE TO ALLOW ACCESS TO THE SERVICES TO ANY PUBLISHER AT ANY TIME. Further, MaxxRTB may modify, suspend, or discontinue the Services or Publisher's access to the Services, including the availability of Ads or other content, at any time and without notice or liability. Publisher's use of the Services is subject to the Content Guidelines, which are hereby incorporated by reference. MaxxRTB reserves the right to amend the Content Guidelines at any time, and MaxxRTB shall provide prior notice to Publisher of such amendments. Publisher's use of the Services indicates the assent to and acceptance of the revised Content Guidelines.
12.2 Term. Without limiting anything set forth in Section 12.1, these Terms shall become effective upon acceptance by Publisher as described in Section 1 and shall remain in full force and effect until terminated in accordance with the Terms herein.
12.3 Termination for Convenience. Either Party may terminate these Terms for any reason or no reason, and at any time, upon thirty (30) days' prior written or electronic notice, provided that the effective date of such termination shall be the last day of the calendar month in which the 30th day of such notice falls.
12.4 Termination for Breach. MaxxRTB may terminate these terms immediatedly in the event of a material breach of below terms by publisher;
"If publisher is in violation of any law, any right held by a third party, or MaxxRTB's Content Guidelines, or is engaged in any other practices that MaxxRTB reasonably deems may harm MaxxRTB's reputation if made public."
12.5 Consequence of Termination. Upon receipt of such termination notice, Publisher agrees to immediately remove MaxxRTB ADS's HTML code for serving Advertising Material from its Site(s). In the case of termination, provided that Publisher has an outstanding account balance equal to or greater than $50, MaxxRTB will pay Publisher all legitimate moneys due during the next billing cycle.
(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: MaxxRTB is not obligated to provide you with a reason for its actions. If you breach any of the terms of this agreement, MaxxRTB may suspend or delete your account.
(b) 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.
(c) 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.
(d) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
(k) 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.
(l) 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.
(m)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.
(n) 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).
(o) 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: email@example.com.
(p) 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.
(q) Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of United States and each of the parties submits to the exclusive jurisdiction of the courts of United States.
(r) 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.