Adlib Mediation Terms of Service
Last updated on April 29, 2015
These Terms of Service (the “Terms of Service” or “Terms”) govern your use of the Adlib Mediation software development kit and the web, mobile, and other applications or sites (collectively, the “Service”) provided by Adlib Mediation, LLC (“Adlib”).
Updates to the Terms of Service
Adlib reserves the right, at our discretion, to change, modify, add or remove portions of these Terms of Service at any time by posting the amended Terms on or within the Service. We may, in our sole discretion, provide additional notice of any changes, but it is your responsibility to periodically check the Terms of Service for changes. You will be deemed to have accepted any changes to the Terms by continuing to use the Service. Unless otherwise stated, all amended terms shall be effective immediately after they are initially posted.
If at any point you do not agree to any portion of the then-current version of our Terms of Service, you must immediately stop using the Service.
Use of the Service
If you are under 18, you are not authorized to use the Service. You may not use the Service in connection with mobile apps targeted to children under 13 or with a high proportion of users under the age of 13.
You may be required to register an account to use certain aspects of the Service (an "Account"). You are responsible for maintaining the confidentiality of your Account login information, and you are solely responsible for anything that happens through your Account. You may cancel any Account registered to you at any time by emailing us at [email@example.com].
The following rules shall apply to your use of the Service:
- You will not authorize or allow any third party use of the Service via your Account, nor may you sublicense the use of the Service to third parties
- You will not abuse, hack, attack, interfere with, or otherwise disrupt the Service or do anything contrary to these Terms
- You will not access the Service in a way that could violate applicable law, could create liability for Adlib, or in any manner not expressly authorized by Adlib under these Terms or in a separate written agreement
- You will not use the Service to gather, store, use, or read any end user, advertiser, or publisher data
- You will not generate queries, clicks, impressions, or similar metrics through the Service using any automated, deceptive, or fraudulent means, including without limitation click spam, bots, macros, or agents
- You will not use the Service to infringe on the intellectual property rights of others, to obtain personal information of others without authorization, or to otherwise violate applicable law
- You will not use the Service to serve ads that interfere with the normal operation of end user mobile devices, or that contain or promote obscene, pornographic, or otherwise objectionable or illegal materials
- You will not create a similar product or service through use of or access to the Service, nor will you remove or obscure any intellectual property notices placed on the Service by Adlib
- You will comply with all technical specifications published by Adlib relating to the use of the Service
Suspension and Termination of Account
Adlib reserves the right to suspend or revoke your Account and/or your access to the Service for any reason.
Adlib reserves the right to stop offering and/or supporting the Service or a particular part of the Service at any time either permanently or temporarily. In such event, Adlib shall have no liability in connection with such discontinued elements of the Service, and shall not be required to provide refunds, benefits or other compensation to users.
Intellectual Property Rights
As between you and Adlib, the Service, including without limitation any patents, trademarks, software including source and object code, and other copyrightable materials incorporated in or displayed on the Service, are owned by Adlib. Adlib reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Service. You agree not to modify, rent, lease, loan, sell, assign, distribute, reverse engineer, or create derivative works based on, any element of the Service except as expressly authorized by Adlib.
Subject to these Terms, Adlib grants you a limited, revocable, non-transferable, non-exclusive, non-sublicenseable license to use the Service on your own behalf to serve ads solely as permitted in these Terms. All other rights in and to the Service not expressly granted in these Terms are reserved by Adlib.
You affirm, represent and warrant that any text, audiovisual content, advertisements, links, data, or other content of any type (“Content”) you transmit on or upload to the Service is (a) accurate and not confidential; (b) not in violation of any applicable laws, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property comprises the Content; and (c) free of viruses, bots, spyware, worms or other malicious code.
By transmitting or uploading Content via the Service, you grant Adlib a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, publish, distribute, and exploit the Content for any purpose in connection with Adlib’s business in all media now known or hereafter devised.
All Content is your sole responsibility, and Adlib disclaims all representations and warranties relating to any Content transmitted through or uploaded to the service by third parties. You also acknowledge that Adlib does not guarantee the security of any Content you transmit to the Service; if you wish to keep any Content or other information of yours a secret, do not post it to the Service. You agree that Adlib has no responsibility or liability for deletion or failure to store any Content posted, stored, or transmitted via the Service.
Adlib shall have the unlimited right, but not obligation, to monitor the Service, including without limitation your use of the Service and all Content appearing on the Service. Adlib reserves the right to edit, remove, or refuse any Content for any reason in its sole discretion, and also to reject any clicks, queries, impressions, or other similar metrics that Adlib believes have been generated fraudulently or otherwise in violation of these Terms. Adlib will have no responsibility to ensure that Content is appropriate.
If you submit suggestions, proposals, comments or other materials within the Service, including but not limited to all correspondence and communication with Adlib personnel and third party support personnel contracted by the Adlib (collectively “Submissions”), you understand and agree that Adlib (1) shall have no obligation to keep your Submissions confidential; (2) shall have no obligation to return your Submissions or respond in any way; and (3) may use your Submissions for any purpose in any way without notice or compensation to you.
Disclosure of Information
The contents of all of your online communications (including without limitation chat text, voice communications, IP addresses and your personal information) are not confidential. Such information may be accessed, monitored, and used as necessary to provide the Service and may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations (iii) where we believe that the Service are being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect the rights or property of Adlib, including to enforce these Terms of Service. By entering into these Terms of Service, you hereby provide your irrevocable consent to such monitoring, access and disclosure.
No Endorsement; Advertising Representations
Adlib does not represent or endorse any ads, links, Content, advice, opinion, offer, proposal, statement, data or other information from or relating to any third party products or services that are displayed or distributed through the Service (the “Advertising”), and Adlib hereby disclaims any liability or responsibility for any Advertising. Adlib reserves the right, but will have no responsibility, to edit, modify, refuse to post or remove any Advertising that Adlib, in its sole and absolute discretion, deems objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Terms.
You represent and warrant that: (i) you will not advertise anything illegal or engage in any illegal or fraudulent business practices using the Service; (ii) you have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003, all applicable FTC guidelines, and any relevant data protection or privacy laws).
You will be solely responsible for all matters related to third party advertisers who provide advertisements to you in connection with the Service ("Advertisers"), including without limitation the solicitation and trafficking of advertisements, billing and payment of Advertisers, providing all technical support services to Advertisers, and handling all other inquiries and disputes of any type or nature.
You agree that Adlib will have the right to place Content selected by Adlib in its sole discretion, including without limitation advertisements for Adlib, no more frequently than once every 10 ad requests on the Service.
Copyright Notices and Complaints
It is Adlib's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).
If you believe that your copyrighted work has been copied, reproduced, displayed, duplicated, performed, distributed, or otherwise infringed without your authorization and is available on the Service in a way that may constitute copyright infringement, you may provide notice of your claim to Adlib at the address listed below. For your notice to be effective, it must include the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located;
- Information reasonably sufficient to permit Adlib to contact you, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please notify us of copyright claims by emailing us at [firstname.lastname@example.org].
If your Content or other information has been affected by reason of a notification under the DMCA, you may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. You will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that your User Content or your activity is not infringing the copyrights of others. When we receive a counter-notification, we may reinstate the material in question.
To file a counter-notification with us, you must provide us with a written communication sent to Adlib at [email@example.com] setting forth the following items:
- An identification of the URLs or other unique identifying information or material that Adlib has removed or to which Adlib has disabled access;
- Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Los Angeles County, California if your address is outside of the United States), and that you will accept service of process from the person who provided notification under the DMCA or an agent of such person;
- A statement, under penalty of perjury, that you have a good faith belief that content at issue was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your physical or electronic signature.
Adlib reserves the right to terminate without notice any user's access to the Service if that user is determined by Adlib in its sole discretion, to be a "repeat infringer." In addition, Adlib accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
Updates to the Service
You understand that the Service are constantly evolving. Adlib may require that you accept updates to the Service, and may automatically update the Service at any time with or without notifying you. You may need to update third party software from time to time in order to receive the Service and use Adlib’s software and hardware.
You agree to indemnify, save, and hold Adlib, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (the “Adlib Parties”) harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms of Service, or any breach of your representations, warranties, and obligations herein. Adlib reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Adlib, and you agree to cooperate with Adlib’s defense of these claims. Adlib will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
You agree that the provisions in this paragraph will survive any termination of your Account(s) or of the Service.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD).
- ADLIB DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
- YOU USE THE SERVICE AT YOUR OWN RISK, AND ADLIB IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS.
- NO ADVICE OR INFORMATION OBTAINED FROM ADLIB SHALL CREATE ANY WARRANTY NOT STATED IN THESE TERMS.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT ADLIB SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT ADLIB IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ADLIB LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
If a dispute arises between you and Adlib, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, we strongly encourage you to first contact us directly to seek an informal resolution through our customer support team. If any dispute cannot be settled informally, you and Adlib agree to resolve any claim or controversy at law or equity relating to these Terms or the Service (a "Claim") through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, and the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
This Agreement and any dispute arising out of or related to it or the Service shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California in connection with any entrance of an arbitrator’s judgment or decision or any dispute with respect to the arbitration process or procedure or Adlib’s exercise of its equitable rights or remedies set forth herein.
Improperly Filed Claims
All claims you bring against Adlib must be resolved in accordance with this Legal Disputes section. All claims filed or brought contrary to these Terms shall be considered improperly filed. Should you file a claim contrary to these Terms, Adlib shall be entitled to recover attorneys' fees and costs up to $5,000, provided that Adlib has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Adlib may assign or delegate these Terms of Service, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service without Adlib’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.
Adlib may publish additional policies related to specific services or products. Your right to use such services is subject to those specific policies and these Terms of Service.
These Terms of Service, including any other terms applicable to specific Adlib products or services, contain the entire understanding between you and Adlib, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Service.
The failure of Adlib to require or enforce strict performance by you of any provision of these Terms of Service or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Adlib's right to assert or rely upon any such provision or right in that or any other instance.
Except as expressly and specifically set forth in this these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by Adlib shall be deemed a modification of these Terms of Service nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Adlib.
We may notify you via postings on the Service and via e-mail or any other communications means to contact information you provide to us. If you are a user in the United States, all notices given by you or required from you under these Terms of Service shall be in writing and addressed to: Adlib Mediation, LLC, Attn: Legal Department, PO Box 11151, Burbank, CA 91510.
Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
Notwithstanding the binding arbitration provisions hereof and any contrary provisions herein, Adlib has the following equitable rights and remedies.
You acknowledge that the rights granted and obligations made under these Terms of Service to Adlib are of a unique and irreplaceable nature, the loss of which shall irreparably harm Adlib and which cannot be replaced by monetary damages alone. Accordingly, Adlib shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any Content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages (if any).
You and Adlib agree that if any portion of these Terms of Service is found to be unenforceable by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such unenforceability, and the remaining Terms shall continue in full force and effect.
No Third Party Beneficiaries
Except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.