These terms of use (this “Agreement”) shall apply to your use of any services or features made available by Cuebiq, which shall be incorporated into an applicable insertion order executed between the parties (the “Services”). In this Agreement, “Cuebiq,” “we,” “us,” and “our” mean Cuebiq Group, LLC, and “you,” “your,” and “yourself” mean any user of the Services. By using the Services, you hereby agree to this Agreement.
We may update or revise this Agreement from time to time in our sole discretion, subject to applicable law. Except as otherwise expressly stated by us, your use of the Services is subject to the version of this Agreement in effect at the time of use.
1. INSERTION ORDER(S)
- IO Details. From time to time, Company and Client may execute an Insertion Order (“IO”) that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of deliverables, (ii) the price(s) for such deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) if applicable, the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special ad delivery scheduling and/or ad placement requirements, and specifications concerning ownership of data collected. You shall provide all necessary parameters in connection with the applicable campaign.
- Acceptance. Acceptance of the IO and the terms of this Agreement will be deemed the earlier of (i) written (which, unless otherwise specified, will include paper or e-mail communication) approval of the IO by both Company and Client, or (ii) the display of the first ad impression by Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Company and Client.
2. LICENSE; DATA PROTECTION
Subject to the terms and conditions of this Agreement and the applicable IO, Cuebiq hereby grants to Client a limited, nonexclusive, non-transferable, non-sublicensable right and license during the term (as set forth in the applicable IO) to access and use the Services. The Services are protected by trademark, patent, and other intellectual property laws, and we retain all right, title, and interest in and to the Services. In connection with your use of the Services, and without limiting the foregoing, you agree not to (and not to allow any third party to): (a) rent, lease, copy, provide access to, or sublicense any portion of the Services to a third party; (b) use any portion of the Services to provide, or incorporate any portion of the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Services; (d) modify the Services to create any derivative product from any of the foregoing; or (i) use the Services for any illegal purpose. Client will comply with and shall be responsible for any and all Applicable Laws with respect to the usee, handling, security, storage, and disclosure of data within the Services. Client will use the Services strictly in accordance with applicable self-regulatory guidelines, including, but not limited to, the Code of Conduct of the Network Advertising Initiative (“NAI”), which may be amended from time to time. It is expressly understood and agreed that if Client wishes to share or distribute the Services with an Advertiser or a third party, such distribution is forbidden until the applicable Advertiser or third party executes a separate binding agreement with Cuebiq.
3. PRIVACY POLICY
Our Privacy Policy http://www.cuebiq.com/privacypolicy applies to your use of the Services, and its terms are made a part of this Agreement by this reference. Please review our Privacy Policy for details on how we collect and use information in connection with the Services.
4. FEES AND PAYMENT
Client agrees to pay fees in accordance with provisions provided in the applicable IO. Client shall make payment under all invoices within thirty (30) days of receipt, unless specified differently in the applicable IO. All undisputed amounts from any invoices not received within thirty (30) days of the invoice date shall accrue interest at a rate of 1.5% per month, or the maximum amount allowed by law (whichever is lower). All fees set forth in an IO are exclusive of sales, use, and other applicable taxes. Client is responsible for and legally obligated to pay Cuebiq any applicable taxes on the Services that are required to be collected by Cuebiq under Applicable Law (other than those assessed on Cuebiq’s income). Notwithstanding the foregoing, Cuebiq may suspend the Services upon written notice to Client if any undisputed invoiced amount due to Cuebiq is past due unless Client is disputing any invoiced amount due to Cuebiq reasonably and in good faith and is cooperating diligently to resolve the dispute. If the Services are suspended for non-payment, Cuebiq may charge a re-activation fee to reinstate the Services.
5. INDEMNIFICATION
You agree to indemnify, hold harmless, and (at our request) defend Cuebiq, its affiliates, and its and their representatives, agents, directors, managers, officers, employees, and shareholders from and against all claims and demands (including reasonable attorneys’ fees) made by any third party due to or arising out of your use of the Services, or your breach or alleged breach of this Agreement.
6. DISCLAIMERS; LIMITATION OF LIABILITY
The Services are provided to you strictly on an “as is” and “as available” basis without any warranty of any kind. All conditions, representations, and warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law. Cuebiq does not warrant that your use of the Services will be uninterrupted or error-free, that Cuebiq will review the information or materials made available through the services for accuracy or that it will preserve or maintain any such information or materials without loss.
To the maximum extent permitted by applicable law, in no event will Cuebiq be liable to you or any third party for any damages or injury of any kind or under any legal theory, including, but not limited to, direct, indirect, consequential, exemplary, incidental, special, or punitive damages of any kind, whether based in contract, tort, or otherwise, and even if advised of the possibility of such damages, which arise out of or are in any way connected with this agreement, any use of the Services or any failure or delay relating to the Services.
7. CONFIDENTIAL INFORMATION
- Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO details shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know the same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
- Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under this Agreement; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
8. TERM AND TERMINATION
This Agreement shall commence on the date set forth on the applicable IO and shall continue in full force and effect until all Services are completed pursuant to the start and end dates of the campaign, unless earlier terminated as provided herein. Without limiting the foregoing, we may suspend your access to the Services if we believe you have breached any term of this Agreement, and such breach is not cured within thirty (30) days notice of such breach. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement.
9. GENERAL
This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. This Agreement may not be modified, supplemented, qualified, or interpreted by any prior course of dealing not made a part of this Agreement by its express terms. This Agreement, including our Privacy Policy, and an executed IO, constitute the entire agreement between you and us relating to your use of the Services and supersedes any prior agreement and communication between you and us, except as otherwise set forth herein. This Agreement and any rights hereunder may not be transferred or assigned by you, but you agree that we may assign this Agreement without restriction and without your prior consent. Any attempted transfer or assignment by you without our prior written consent will be null and void. If any provision of this Agreement, including the Privacy Policy, is found to be void or unenforceable, such provision shall be severed and all other provisions shall remain in force. In the event of any inconsistency between the terms of an IO and this Agreement, the terms of the IO will prevail.
10. CONTACT US
If you have any questions about this Agreement, please contact us at [email protected].
11. DEFINITIONS
“Advertiser” means any person or entity that purchases advertising inventory from Client.
“Applicable Law” means any and all applicable federal, state, or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, or other requirement of any international, federal, state, or local court, administrative agency, or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, including, without limitation, the California Consumer Privacy Act of 2018 (“CCPA”), and all applicable privacy and data security laws and regulations.