- Eligibility. You represent and warrant that you are over 18 years of age, and that you are fully able and competent to enter into this Agreement and to comply with its terms. If you are accessing the Site for or on behalf of a company, entity, or organization, you also represent and warrant that you are its authorized representative and that you have the authority to bind such company, entity or organization to this Agreement. If you are an agency who is entering into this Agreement on behalf of its client(s) (each, a “Client”), you further represent and warrant that you have the authority as Client’s agent to bind Client to this Agreement, and that all of your actions related this Agreement will be within the scope of such agency.
- “Account” means a user account created and used by you in connection with the Site.
- “Ads” means the advertisements that are designed by you or on your behalf through AdBuilder.
- “Content” means any and all materials selected, uploaded, submitted or provided to AdBuilder or Yieldmo by you, including, without limitation, images, text, videos, links, advertising materials, logos, graphics, music, advertisements and audio, and any content to which the uploaded material is linked.
- “Code” means code provided by Yieldmo to you in order to enable you to display the Ads and/or measure their performance on online media.
- Changes to the Agreement. This Agreement may be modified from time to time. Notification of the modifications will be made through the posting of an updated version to the Site. Be sure to revisit this Agreement often in order to stay knowledgeable of any modifications. Any modifications to this Agreement will take effect immediately upon posting. Your continued use of the Site after modifications have been posted serves as an indication of your acceptance of the modifications and your agreement to comply with them.
- User Account; Backup; Site Availability.
- User Account. Yieldmo grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, limited license during the term of this Agreement to access, upload Content to, and use AdBuilder without creating or using an Account, solely for the purpose of temporarily sampling the self-serve ad creation functionality offered by AdBuilder. If you wish to save or share any of your Content or Ads, or if you wish to use the User Interface to run or manage any advertising campaigns with Yieldmo or view any advertising campaign-related reports, you must create an Account. You shall keep your Account credentials in confidence, and shall ensure that your Account information is correct and up-to-date at all times. You shall be responsible for all activity occurring under your Account credentials, and shall immediately notify Yieldmo in writing of any loss or unauthorized access thereto.
- Backup. You are responsible for backing up and maintaining copies of all Content that you submit on or through AdBuilder. Yieldmo reserves the right to delete all such Content within a reasonable time or following the conclusion of your advertising campaign with Yieldmo.
- Access and Use. Yieldmo grants you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, limited license during the term of this Agreement to access, upload Content to, and use AdBuilder and the User Interface through your Account solely for the purpose of creating and designing Ads to be displayed by Yieldmo and/or for running or managing your advertising campaigns with Yieldmo and viewing reports relating to such advertising campaigns. In order to run any advertising campaigns or view related reports, you must have a signed agreement or insertion order with Yieldmo which covers applicable fees and charges for the distribution and/or serving of such Ads (a “Customer Agreement”). You may use the Site and Code solely as permitted under this Agreement and the applicable Customer Agreement, and solely in compliance with the technical specifications and guidelines made available by Yieldmo from time to time.
- Site Availability. We reserve the right to make updates, revisions, and modifications to the Site at any time, for any reason, at our discretion. The Site may be modified or discontinued at any time without notice, accountability, or liability. We reserve the right to monitor and prevent unauthorized access to or use of the Site. If we discontinue AdBuilder or the User Interface, we will endeavor to give you advance notice where reasonably possible. We may terminate the above licenses or this Agreement if you violate any of the restrictions contained in this Agreement. Any termination of this Agreement shall not cause any applicable Customer Agreement to terminate; any such Customer Agreement may only be terminated in accordance with its terms.
- Ownership of the Site. You agree and acknowledge that as between you and Yieldmo, Yieldmo is and shall continue to be the sole and exclusive owner of all right, title and interest in and to Site and all materials and software therein (excluding your Content and excluding Third Party Components that are owned by third parties), Yieldmo’s products and services and the technologies associated therewith, including all intellectual property rights associated with the foregoing and any enhancements to any of the foregoing. If you provide any feedback about the Site to Yieldmo, Yieldmo shall own all rights in and to such feedback and any derivative technologies, ideas, inventions or enhancements developed with the assistance of such feedback without compensation to you. We reserve all rights not expressly granted in and to the Site and all portions thereof.
- Ownership of Your Content. You retain ownership of any and all intellectual property rights that you hold in the Content. You grant Yieldmo a worldwide, royalty-free, sublicenseable license to deliver, serve and distribute the Ads and the Content contained therein, for the duration of any applicable advertising campaigns in which such Ads and Content are utilized. You are solely responsible for the Content, Ads and for all matters arising out of or in connection with the Content and Ads including, without limitation, for obtaining all rights, approvals, licenses, consents, releases and permissions necessary for you to: (i) upload, submit or provide Content to the Site and/or (ii) cause any Ads to be displayed by Yieldmo. Yieldmo is not responsible for reviewing the Content or Ads.
Restrictions on Use. You agree to comply with the terms and conditions of this Agreement, and all applicable local, national, and international laws and regulations. You agree that you will NOT, nor attempt to or encourage or aid others to, directly of indirectly:
- Reverse engineer, decompile, disassemble or otherwise attempt to derive the ad formats, source code, techniques, processes, algorithms, or other content or software made available or viewable to you on or through the Site;
- Copy, reproduce, alter, modify, publicly display, distribute, translate, adapt, or create derivative works from any content or software from the Site, except as expressly permitted herein;
- Use any content or software from the Site for the benefit of third parties, rent or lease any content or software from the Site, or make any portions thereof available to any third party on a “service bureau” basis;
- Make any commercial use of any content or software from the Site except as expressly agreed upon between you and Yieldmo in a separate, written, duly executed agreement;
- Transfer any content or software from the Site to another person or entity or “mirror” such content or software on any other server;
- Remove or alter or obscure any proprietary notices from the Site or any software or content thereon;
- Tamper with or use any workaround to interfere with or harm the proper working of the Site or the security measures utilized by the Site;
- Use any robot, spider, other automated device or manual process to monitor or copy any content or software from the Site;
- Use the Site for competitive purposes, for performing comparisons, or for any other “benchmarking” activities, either alone or in connection with any software;
- Attempt to gain unlicensed admission to the Site or any of its computer systems or networks connected thereto by means of hacking, password mining, or any other illegal or unethical means;
- Reformat or frame any part of the Site;
- Use the Site in any manner that violates applicable laws or regulations, or for any purpose not expressly permitted in this Agreement or a Customer Agreement;
- Impose a load that is unreasonable or too large on the Site’s infrastructure, or make unnecessary traffic demands;
- Impersonate any person or organization;
- Use the Site in a manner that violates the rights of other users or third parties, such as breaching a third party’s right of confidence, copyright, trademark, patent, trade secret, moral rights, privacy rights, or any other rights, whether intellectual or proprietary;
- Use the Site or Content as a means of transmitting destructive items such as viruses, worms, Trojan horses, or any devices, software or routine designed to interfere with the proper working order of the Site or any computer or device, or perform data mining of the Site; or
- Implement the Code on or within any advertisement or media with respect to which you are not legally authorized to place such Code, or implement the Code in any manner not permitted by the applicable Customer Agreement.
Yieldmo is not liable for any incorrect or unauthorized implementations. Yieldmo shall have the right to take appropriate civil and criminal legal action for any use of the Site that infringes upon Yieldmo’s intellectual property or proprietary rights or violates the terms of this Agreement. Yieldmo is not responsible to monitor any users or your Content. However, if we have reason to suspect that the Agreement has been violated, without limiting our other rights and remedies, we reserve the right to investigate the incident and the user involved and refer matters to law enforcement authorities (which may include disclosure of your Content in connection therewith).
Third Party Components and Content.
- Third Party Sites. You may encounter links to other websites or media (”Third Party Sites”) on the Site. Be aware that no Third Party Sites are endorsed, supported, or controlled by us. You agree that the accountability for Third Party Sites, including their content, privacy policies and practices, lies solely with the owners and operators of such Third Party Sites and not with us. By using the Site, you expressly relieve us from any and all liability arising from your use of any Third Party Site.
Confidentiality. You agree not to disclose Yieldmo’s Confidential Information to any third party without Yieldmo’s prior written consent. “Confidential Information” includes, without limitation: (a) all information concerning the operation of AdBuilder or the User Interface; (b) financial information (including pricing), technical, operational or business information regarding Yieldmo or the Site; and © any other information regarding Yieldmo that is designated in writing as “Confidential” or that should be reasonably understood to be confidential. Confidential Information does not include: (i) information that has become publicly known through no breach by you of these confidentiality obligations; or (ii) information that is independently and lawfully developed or obtained or by you without use of the Confidential Information.
Termination. We reserve the right to suspend or revoke (temporarily or permanently) your use of the Site, reject your Content or terminate this Agreement if we suspect that you have violated any provision of this Agreement, in addition to any and all other remedies available to us. You may discontinue your use of the Site at any time. Sections 1, 2, 3, 4(b), 4(d), and 5 through 13 shall survive termination or expiration this Agreement.
Representations and Warranties; Indemnification.
- Representations and Warranties. You represent and warrant that: (a) you have the full right and authority to enter into this Agreement and to perform your obligations herein; (b) you own or have sufficient rights in and to, and have secured all necessary rights, releases and approvals in and to, the Content and the Ads in order to grant the licenses in this Agreement regarding such Content and Ads to Yieldmo; and © you will not upload, submit or provide any Content or Ads to Yieldmo containing any material that infringes on the rights on any third party or violates any applicable laws or regulations, including but not limited to infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image or other proprietary or property right, or that is unlawful, fraudulent, threatening, defamatory, obscene, adult-related, profane or hateful, that includes or constitute false advertising, unfair competition, invasion of privacy or publicity rights, or that contains any viruses, worms, Trojan horses or other contaminants.
- Indemnification. You will indemnify, defend and hold harmless Yieldmo and its parents, subsidiaries, affiliates, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them from and against any and all costs, liabilities, obligations, damages, losses, debts and expenses of any kind or nature (including reasonable legal fees and costs) arising from or in any way related to: (i) a breach of your representations, warranties and/or obligations in this Agreement; (ii) your use of the Site, (iii) the Content; and/or (iv) any infringement or violation by you or a third party that may be using your Account of any intellectual property right, proprietary right or other right of any person or entity. You may not settle any claim without our prior written consent.
Disclaimer; Limitation of Liability.
- Disclaimer. THE SITE IS PROVIDED “AS IS” WITH NO WARRANTY OF ANY KIND, AND YOUR VISITS TO AND USE OF THE SITE ARE AT YOUR OWN RISK. YIELDMO EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SITE, ITS SOFTWARE OR ITS CONTENTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YIELDMO MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF THE AVAILABILITY OF THE SITE, NOR OF THE SUITABILITY OF THE SITE FOR YOUR PURPOSES, NOR THAT THE USE THEREOF SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE. THIS DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
- Limitation of Liability. IN NO EVENT SHALL YIELDMO OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SITE OR ANY PORTION THEREOF, EVEN IF YIELDMO HAS OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY AND YIELDMO’S TOTAL AGGREGATE LIABILITY RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE SITE UNDER ANY THEORY OF RECOVERY SHALL BE LIMITED TO THE LESSER OF: (1) THE AMOUNTS PAID BY YOU FOR USE OF THE SITE; OR (2) TWENTY-FIVE U.S. DOLLARS ($25). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION AND/OR CLAIMS IN THE AGGREGATE FOR ANY REASON. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT YIELDMO’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THIS AGREEMENT.
Copyright Notices. We will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that its Content is being displayed on or through the Site in a manner that constitutes copyright infringement (such person or entity, a “Complainant”) and sends to us a properly submitted copyright notice as indicated below, we will investigate, and if we determine, in our discretion, that the material is infringing, we will remove the Content (and may terminate the access of the user who posted such Content to the Site, where applicable, in the case of users who are repeat infringers). All notices claiming an infringement of copyright rights must contain the following:
(i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included.
(ii) A statement specifically identifying the location of the infringing material, with enough detail that we may find it on the Site. Please note: it is not sufficient to merely provide a top level URL.
(iii) The complete name, address, telephone number and e-mail address of Complainant.
(iv) A statement stating that Complainant has a good faith belief that the use of the material is not authorized by the owner of the rights, their agents, or by law.
(v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed;
(vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.
Our contact information for notice of alleged copyright infringement is: firstname.lastname@example.org
or via mail to:
Attn.: Copyright Notices
218 W 18th Street, 2nd Floor
New York, NY 10011
or to the following mailing address:
218 W 18th Street, 2nd Floor
New York, NY 10011
Last updated on: August 4th, 2015