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These Terms of Service govern the Publisher’s use of the RBT platform BIDSCUBE programmatic advertising platform (the “Exchange”). By mutually executing a Publisher Agreement with BIDSCUBE that references these Terms of Service or by using the Exchange, Publisher agrees to these Term of Service and the applicable Publisher Agreement (together with any schedule, if applicable, shall be referred to as the ʺAgreement”).
BIDSCUBE reserves the right to modify these Terms of Service at any time upon written notice to the Publisher, and such modification will automatically become effective upon receipt of notice. If the Publisher does not agree with a modification to these Terms of Service, Publisher must notify BIDSCUBE within ten (10) business days after receiving notice of such modification. If such written notice has been provided by Publisher, the Agreement will continue to be governed by the version of the Terms of Service made prior to such modification for the remainder of the current term.
(BIDSCUBE and the Publisher may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”)
1 – Relationship
BIDSCUBE offers monetization solutions through its Exchange by facilitating the placement of advertisements made available through the use of Ad Codes. The Ad Codes provided to the Publisher by BIDSCUBE will allow the Publisher to serve advertisements on its domains, applications or other digital assets (collectively the ʺSitesʺ) so as to enable visitors to view such advertisements. Publisher’s use of the Exchange is subject to prior approval by BIDSCUBE and is limited to the previously approved Sites. BIDSCUBE reserves the right to refuse service to new or existing Sites, at its sole discretion. Publisher will be provided with account access information to register for an account on the Exchange (herein “Accountʺ).
2 – Publisher Responsibilities
Publisher hereby represents and warrants that: (a) it will not, directly or indirectly: (i) use, post or promote on its Sites any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable federal, state, local and provincial laws, rules, statutes and regulations such as, but not limited to material or content that is pornographic, obscene, promotional of illicit drugs and drug paraphernalia, tobacco and vaping products, gambling-related, weapon or ammunition-related, violent, libellous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory, in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses; (ii) modify, change, edit, amend, truncate, alter, bypass or reorder any aspect of the ads on the Exchange or the Ad Codes provided by BIDSCUBE; (iii) conduct or facilitate any artificial traffic such as, but not limited to, repeated ad clicks or impressions generated by one or more users, text or incentives used to encourage visitors to click on ads, automated clicking tools or any other traffic sources, robots, or other deceptive software (herein ʺInvalid Traffic”); (iv) copy, crawl, index, cache or store any information derived by BIDSCUBE, or contained in the Exchange; or (v) provide any personally identifiable information concerning any user or other person; (b) it owns, operates and/or controls the Publisher Sites; (c) it owns or has valid rights in and to the content appearing on the Publisher Sites; (d)it has the full right and authority to grant the rights granted hereunder; and (e) the Publisher Sites and BIDSCUBE’s use of the Publisher Sites will not infringe upon the rights of any third party.
Publisher hereby acknowledges and agrees that the Account will be monitored continuously by BIDSCUBE and various third-party fraud track technology. If in BIDSCUBE’s reasonable determination, there has been Invalid Traffic or if Publisher otherwise fails to comply with the foregoing, BIDSCUBE may immediately terminate or suspend the Account at its sole discretion and all fees generated from said actions will be forfeited.
3 – Payment
BIDSCUBE shall have the sole responsibility for calculation and reporting of all statistics, including impressions, clicks, and earnings/revenue reports. Pacific Time (PST) shall be the time period used for all traffic calculations. BIDSCUBE will make the traffic calculations resulting from the Publisher’s Ad Codes available to the Publisher on a daily basis.
BIDSCUBE shall pay to Publisher an amount equal to the billed and collected revenue by BIDSCUBE in a given calendar month from advertisements displayed on the Publisher Sites via the Exchange less the BIDSCUBE Revenue Share, ad-serving fees and any other applicable tech fees (herein the “Net Earningsʺ). Net Earnings shall be paid to Publisher based on the payment terms, currency and rates set forth in the Agreement. If Publisher does not raise any issues in writing with regards to the Net Earnings within ten (10) days of receipt, Publisher will forfeit its right to do so.
BIDSCUBE shall pay the Publisher only for months in which Net Earnings exceed $100.00 for the month. Net Earnings which are not paid to the Publisher in any month will be credited to the Account of the Publisher and paid later, when accrued Net Earnings exceed $100.00. BIDSCUBE reserves the right to withhold payment from the Publisher in case of violation by the Publisher of this Agreement. The Publisher may choose to be paid by either check, electronic transfer or wire. Publisher may change the payment method by emailing firstname.lastname@example.org.
Each Party is responsible for paying any taxes (including withholding and sales taxes), duties, customs, tariffs or fees for which it is legally responsible and agrees to cooperate in good faith with respect to reasonable requests from the other Party regarding tax-related forms, documentation or other information relating to this Agreement that may be necessary or appropriate.
4 – Term and Termination
The term of this Agreement shall commence on the Effective Date as stipulated in the Publisher Agreement and shall continue in full force and effect for 12 (twelve) months with automatic renewals of 12 (twelve) months periods, collectively the (“Term”).
Notwithstanding the foregoing, Publisher may terminate this Agreement with or without cause effective upon fourteen (14) business days’ prior written notice to BIDSCUBE.
BIDSCUBE may terminate this Agreement with or without cause effective upon receipt of written notice to the Publisher (including by email). Upon receipt of such termination notice, Publisher agrees to immediately remove the BIDSCUBE Ad Codes from its Sites. Publisher will be paid, in the next scheduled payment cycle, all legitimate Net Earnings due up to the time of termination.
5 – Intellectual Property
All rights, including Intellectual Property Rights, in the BIDSCUBE Exchange shall remain with BIDSCUBE. BIDSCUBE hereby grants Publisher a royalty free, non-exclusive, worldwide licence to use and access the Exchange for the purpose of selling the Ad Inventory and accessing reports and other related functionality.
Publisher will not, other than as expressly permitted by applicable law or this Agreement: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Exchange; (ii) modify, adapt, or translate the Exchange; (iii) reproduce, resell, distribute, or sublicense the Exchange; or (iv) or otherwise allow any third party to use or access the Exchange.
6 – Publicity
BIDSCUBE shall have the right to reference and refer to its work for, and relationship with, the Publisher for marketing and promotional purposes. BIDSCUBE shall also have the right to disclose BIDSCUBE’s revenue share, ad-serving fees and any other applicable tech fees. No press releases or general public announcements shall be made without the mutual consent of the Parties.
7 – Relationship of Parties
BIDSCUBE and the Publisher are independent contractors. Neither Party is an agent or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on the behalf of the other Party.
8 – Assignment
Neither Party may transfer nor assign this Agreement or its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party (which consent will not be unreasonably delayed or withheld), except that a Party may assign all of its rights and obligations under this Agreement to a successor if transfer occurs as the result of sale, acquisition, merger, operation of law. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Any assignment in violation of this Section shall be void.
9 – Force Majeure
Neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such Party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrections, war (or similar), fires, flood, earthquakes, results of computer hacking, explosions, and other acts of God.
10 – Limitation of Liability and Warranty
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, BIDSCUBE CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTONS IN SERVICE REGARDING THE EXCHANGE. WITHOUT LIMITING THE FOREGOING, THE EXCHANGE AND ALL ADS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. BIDSCUBE MAKES NO WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE EXCHANGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DISRTICT M DOES NOT WARRANT THAT THE USE OF THE EXCHANGE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE, AND SHALL NOT BE LIABLE FOR ANY UNAVAILABILITY, TECHNICAL MALFUNCTION, CORRUPTION OR LOSS OF INFORMATION OR CONTENT OF ANY ADS.
IN NO EVENT SHALL BIDSCUBE BE LIABLE TO PUBLISHER FOR ANY DAMAGES OF ANY KIND ARISING FROM PUBLISHER’S USE OF THE EXCHANGE, THE NATURE OF ANY CAMPAIGN AND/OR ITS DISPLAY OF ANY ADS ON PUBLISHER SITES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES, EVEN IF PUBLISHER HAS BEEN ADVISED IN WRITING OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY SHALL BE CAPPED AT AN AMOUNT EQUAL TO THE AGGREGATE AMOUNTS PAYABLE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
11 – Indemnification
Publisher shall defend, indemnify, and hold harmless BIDSCUBE and its aﬃliates and their respective oﬃcers, directors, shareholders, representatives and employees from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees) incurred by or imposed upon BIDSCUBE in connection with any third-party claims, actions or proceedings arising out of or in connection with: (i) any breach by Publisher of its representations, warranties or covenants contained herein; (ii) Publisher Sites or any of the Publisher content or; (iii) Publisher’s gross negligence, willful misconduct or fraudulent actions.
12 – Privacy
Each Party agrees, with respect to the data and processing covered by this Agreement that it shall comply with applicable international, national, federal, state, provincial, and local laws, rules, regulations, directives, and governmental requirements currently in effect, or as they become effective, relating in any way to the privacy, confidentiality, or security of the Processing of personal data, including, but not limited to the General Data Protection Regulation 2016/679 (the “GDPR”), the e-Privacy Directive 2002/58/EC, the e-Privacy Regulation 2017/003, the California Consumer Privacy Act of 2018, Title 1.81.5 (commencing with Section 1798.100) to Part 4 of Division 3 of the Civil Code (“CCPA”) and any equivalent or similar laws, rules, regulations, directives, and governmental requirements in applicable jurisdictions, and any laws implementing, replacing or supplementing any of them, as amended, consolidated, re-enacted or replaced from time to time (herein “Applicable Privacy Laws “).
13 – Governing Law
This Agreement shall be governed by and construed under the laws of the England without regard to conflict of laws principles. Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of provincial, state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this Agreement, except as noted in this Agreement, shall be resolved in a court of competent jurisdiction in the England, and Parties attorn to the jurisdiction of such court.
14 – Severability and waiver
The waiver by either Party of a breach or right under these Terms and Conditions or failure by either Party to enforce its rights will not constitute a waiver of any other or subsequent breach or right. If it is held by a court or other lawful authority of competent jurisdiction that any term, provision, covenant or condition of this Agreement is illegal, invalid, or unenforceable, in whole or in part, such provision will be ineffective to the extent of such illegality, invalidity, or unenforceability without invalidating the remainder of such provision or the remainder of this Agreement, such remaining provisions shall continue in full force and effect, provided the effectiveness of the remaining portions of this Agreement will not defeat the overall intent of the Parties.
15 – Compliance with Export laws
Each Party shall comply with all applicable export control laws and regulations and shall not, without the required export approvals, transmit, directly or indirectly, any information of a technical nature to any location or person to which the transmission is prohibited by such applicable laws.
16 – Authority to Contract
Each Party represents and warrants to the other that it has the authority to enter into this Agreement, that the entity or individual name which it has provided on its own behalf for this Agreement is a true and accurate representation of its legal identity, and that the execution and performance of this Agreement has been duly authorized by all requisite formalities.
If you are an individual, you represent and warrant that you were at least 18 years of age on the effective date of this Agreement.
17 – Entire Agreement
The Agreement, including its schedules, set forth the entire Agreement between the Parties and supersedes all other previous proposals, Agreements, correspondence and representations between the Parties, whether written or oral, regarding the subject matter contained herein. In the event of any conflict between the Terms of Service, any schedules or the Publisher Agreement, the Terms of Service will prevail. Notwithstanding the foregoing, in the event that a Publisher Agreement references a specific provision of these Terms of Service and states that it supersedes such provision, such Publisher Agreement will take precedence only with respect to such specific provision.
The Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document. Receipt of an originally executed counterpart signature page via an electronic reproduction of an originally executed counterpart signature page by electronic mail is effective execution and delivery of this Agreement.
Last update: 9th of July 2021