IAS SIGNAL PLATFORM MEDIA PARTNER END USER LICENSE AGREEMENT
Integral Ad Science, Inc., and its wholly-owned subsidiaries (together, “IAS”, “we”, “us”, or “our”) is a global leader in digital media quality, providing actionable insights and delivering independent measurement and verification of digital advertising across all devices, channels and formats. IAS’s mission is to be the global benchmark for trust and transparency in digital media quality for the world’s leading brands, publishers, and platforms. At IAS, we empower the advertising industry to invest with confidence and activate consumers everywhere, on every device. We build products, deliver solutions, and generate ideas that provide valuable functions for our customers. Regardless of whether anyone is looking or not, we act with honesty, transparency, and integrity in working with each other and with our customers.
The IAS Signal Platform (“Platform”) offers tools for managing media quality including: (i) user interface (UI) design with access to campaign data and insights; (ii) dashboards and landing page preferences; (iii) reporting capabilities and data export functionality; (iv) consolidated viewability and time-in-view dashboard for snapshots of campaign performance; and (v) campaign management and tagging capabilities.
As a designated media partner on a digital advertising campaign of a customer of IAS (“Joint Client”), IAS is providing you (“Media Partner User”, “You”, or “Your”) access to and use of IAS’s Platform. This End User License Agreement (“Agreement”) sets forth a legally binding agreement between You and IAS and governs Your use of the Platform including all user manuals, technical manuals, and any other materials provided by IAS, in printed, electronic, or other form that describe the Platform or its use or specifications (the “Documentation”),all materials and other items relating to Platform, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyrightable material (including source and object code) (the “Content”), and any IAS optimization and verification metrics, campaign data, or any reports concerning the same, related to a Joint Client that is generated, accessed, downloaded or created by You through the Platform (“Reports”).
BY CHECKING THE “I AGREE TO THE TERMS AND CONDITIONS” BOX YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCESS AND USE THE PLATFORM; AND (ii) ACCEPT THIS END USER LICENSE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY IT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CHECK THE “I AGREE TO THE TERMS AND CONDITIONS” BOX AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE PLATFORM.
1. PLATFORM LICENSE
1.1 License Grant. Subject to compliance with this Agreement, IAS grants to You a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Platform, the Documentation, and the Content in accordance with this Agreement. The foregoing limited license (i) does not give You any ownership of, or any intellectual property interest in, the Platform, the Documentation, or the Content; and (ii) may be immediately suspended or terminated for any reason in IAS’s sole discretion, including but not limited to, for any violations of this Agreement, including Sections 2.2, 3.2, and 5.2, and without advance notice or liability. You acknowledge and agree that the Platform is provided under license, and not sold, to You. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. IAS and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all intellectual property rights therein or relating thereto.
1.2 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, IAS may monitor Your use of the Platform and collect and compile data and information related to Your use of the Platform to be used by IAS in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform (“Aggregated Statistics”). As between IAS and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by IAS. You agree that IAS may (a) make Aggregated Statistics publicly available in compliance with applicable law; and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
2. RIGHTS AND RESTRICTIONS TO THE PLATFORM AND REPORTS
2.1 Use of Platform. You may use the Platform only to access and extract campaign data related to a Joint Client where You are identified as the media partner on such Joint Client’s campaign and only in accordance with the terms and conditions set forth in this Agreement.
2.2 Use of Reports. You may use Reports generated from the Platform for the sole purpose of analysing the Joint Client campaigns to which such Report relates and only in accordance with the terms and conditions set forth in this Agreement.
2.3 User Restrictions. You shall not, and shall not cause any other person, to use the Platform, any software component of the Platform, the Content, Documentation, or Reports for any purposes beyond the scope of the access granted in Sections 2.1 and 2.2 of this Agreement. You shall not at any time, directly or indirectly, and shall not permit any person to (i) copy, modify, alter, or create derivative works or improvement, whether or not patentable, of the Platform, any software component of the Platform, the Content, Documentation, or Reports in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, copy, modify, alter, transfer, or otherwise make available the Platform, Content, Documentation, or Reports except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform, the Content, Documentation, or Reports; (v) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protection the Platform, or the proper operation of the Platform; (vi) introduce, store, or transmit code, files, scripts, agents or programs intended to do harm, including, for example, malware, viruses, crawlers, worms, time bombs and Trojan horses; (vii) use the Platform, Content, Documentation, or Reports for purposes of competitive analysis of the Platform, the development of a competing software product or service, or any other purpose that is to IAS’s commercial disadvantage; (viii) harvest any information from the Platform, Content, Documentation, or Reports; (ix) use the Platform, Content, Documentation, or Reports in any manner or for any purposes that infringes, or misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
3.1 Creating an Account. In order to access or use some of the features of the Platform, You must first register through the Platform, IAS, or a Joint Client. In order to register as a Media Partner User, You must be the age of majority of the jurisdiction of which you reside in. If You register for any feature that requires a password and/or username, then You will select Your own password at the time of registration (or we may provide You with a username and password) and You agree that: (i) You will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) You will provide true, accurate, current, and complete registration information about yourself in connection with the registration process; (iii) You are solely responsible for all activities that occur under Your account, password, and username—whether or not You authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of Your password and for restricting access to Your account so that others may not access any password protected portion of the Platform using Your name, username, or password; (v) You will immediately notify us of any unauthorized use of Your account, password, or username, or any other breach of security, but accept that we are not responsible for thereafter stopping or preventing unauthorized use; (vi) You will not share your account credentials, username, or password with any person, including but not limited to any competitor of IAS and/or advertising technology measurement, viewability, ad fraud, and/or brand safety/suitability company; and (vii) You will not sell, transfer, or assign Your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to You or any third party arising from Your inability or failure for any reason to comply with the foregoing obligations.
3.2 Suspension or Termination of Accounts. If any information that You provide, or if we have reasonable grounds to suspect that any information that You provide, is false, inaccurate, outdated, incomplete or violates this Agreement or any applicable law, then we may suspend or terminate Your account. We also reserve the more general and broad right, as permitted by applicable law, to terminate Your account or suspend or otherwise deny Your access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability.
5. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK
5.1 Proprietary Rights. You acknowledge and agree that You do not acquire any ownership interest in the Platform, the Content, Documentation or Reports through this Agreement. IAS and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, the Content, Documentation, and Reports, including all intellectual property rights therein or relating thereto.
5.2 License to Use Feedback. You grant to us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into our Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of the Platform.
5.3 Reservation of All Rights. This Agreement and any applicable additional terms include only narrow, limited grants of rights to use and access the Platform. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to You are reserved by IAS and its licensors and other third parties.
6.1 Confidential Information. From time to time, one party (“Disclosing Party”) may disclose, or make available information (“Confidential Information”) to the other party (“Receiving Party”). Confidential Information shall include, without limitation, Reports, all technical and non-technical information (including, but not limited to, product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, processes, techniques, research and development, software, hardware (including hardware configuration information), APIs, specifications, designs, schematics, procedures and proprietary algorithms), trade secrets or know-how, including, but not limited to research, product plans, products, services, customers, customer lists, user names and information, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information, disclosed by or on behalf of the Disclosing Party (including all of its subsidiaries and affiliates) to the Receiving Party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, as well as all analyses, compilations, studies or otherwise that reflect such information. Notwithstanding the foregoing, Confidential Information is deemed not to include information that the Receiving Party can prove by written evidence: (i) is or becomes public knowledge through no fault of the recipient; (ii) is in the possession of the Receiving Party prior to disclosure to it by the Disclosing Party; (iii) is disclosed to the Receiving Party without restriction on disclosure by a person who, after due inquiry, has the lawful right to disclose the information; (iv) is independently developed by the Receiving Party without use of or reference to any Confidential Information; or (v) is approved for release or disclosure by the Disclosing Party without restriction. For clarity, as between IAS and You, all Reports are the Confidential Information of IAS.
6.2 Confidential Obligations. Except as expressly permitted in the Agreement, the Receiving Party shall maintain the Confidential Information of the Disclosing Party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information. The Receiving Party shall use the Confidential Information of the Disclosing Party solely for the purpose of this Agreement and shall not use such Confidential Information in any way detrimental to the Disclosing Party or for any other purpose (including, without limitation, to reverse engineer, dissemble, decompile or design around the Disclosing Party’s products, services and/or intellectual property). The Receiving Party shall take all necessary precautions in handling the Confidential Information of the Disclosing Party and limit disclosures on a strict need-to-know basis. However, the Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or regulation or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Receiving Party shall first make reasonable efforts to provide the Disclosing Party with: (i) prompt written notice of such requirement so that the disclosing party may seek, at its sole cost and expenses, a protective order or other remedy; and (ii) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. Notwithstanding the Disclosing Party’s failure to obtain a protective order or other remedy, the Receiving Party agrees on behalf of itself and its representatives to (a) only disclose or furnish that portion of the Confidential Information which is legally required based on an opinion of counsel provided to both parties; and (b) utilize reasonable efforts to obtain reliable assurances that the person receiving such Confidential Information will maintain the confidentiality of the same. Upon the termination or expiration of this Agreement, Receiving Party shall return to the Disclosing Party, or certify the destruction of, all Confidential Information of the Disclosing Party, provided that, neither party shall be obligated to purge archived data if the obligations of this Section 6 continue to be strictly observed.
7. LIMITED WARRANTY AND DISCLAIMER. THE PLATFORM IS PROVIDED “AS IS” AND IAS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IAS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IAS MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR ANY SERVICES OR RESULTS OF THE USE THEREOF (INCLUDING, BUT NOT LIMITED TO, THE REPORTS), WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OR HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
8. INDEMNITY. As permitted by applicable law, You agree to, and You hereby, defend, indemnify, and hold IAS and its affiliates and each of their directors, officers, shareholders, employees, and agents (“IAS Parties”) from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys’ fees) that directly or indirectly arise from or related to any claim, suit, action, demand, or proceeding brought against any IAS Parties, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with (a) Your use of the Platform and Your activities in connection with the Platform; (b) Your use of or access to the Reports in breach of this Agreement, (c) Your breach or anticipatory breach of this Agreement; (d) Your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or order of any governmental and quasi-governmental authorities in connection with Your use of the Platform or Your activities in connection with the Platform; and (e) any misrepresentation made by You (all of the foregoing, “Claims and Losses”). You will cooperate as fully required by IAS in the defense of any Claim and Losses. Notwithstanding the foregoing, IAS Parties retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. IAS Parties reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of an IAS Parties.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL IAS, OR ANY OF ITS LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PLATFORM; LOST REVENUES OR PROFITS; BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. UPDATES. IAS may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that IAS has no obligation to provide any Updates, to notify You of any Updates, or to continue to provide or enable any particular features or functionality.
11. GENERAL PROVISIONS
11.1 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than those of the State of New York.
11.2 Relationship of Parties. Notwithstanding the foregoing, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract.
11.3 Severability; Interpretation. If any provision of this Agreement, or any additional terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from this Agreement or the additional terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement or the applicable additional terms (which will remain in full force and effect). To the extent not prohibited by applicable law, You agree to waive, and You hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement or any applicable additional terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Agreement.
11.4 Assignment. IAS may assign its rights and obligations under the Agreement and any applicable additional terms, in whole or in part, to any party at any time without any notice. This Agreement and any applicable additional terms may not be assigned by You, and You may not delegate Your duties under them, without the prior written consent of an officer of IAS.
11.5 Complete Agreement; No Waiver. This Agreement, and any applicable additional terms, reflect our complete agreement regarding the Platform and supersede any prior agreements, representations, warranties, assurances or discussion related to the Platform, except as expressed otherwise therein. Except as expressly set forth in this Agreement or any applicable additional terms, (i) no failure or delay by You or IAS in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of this Agreement will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
11.6 Survival. The provisions of this Agreement and any applicable additional terms (which by their nature should survive the suspension/termination of Your access to the Platform or the termination of this Agreement) will survive, including the rights and licenses You grant to IAS in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, and choice of law.
11.7 Amendments to this Agreement. IAS may revise this Agreement from time to time. The most current version of the Agreement, which will always be accessible in the Platform, will govern our relationship with You. IAS will use commercial reasonable efforts to notify You of material revisions. By continuing to access or use the Platform after those revisions become effective, You agree to be bound by the revised Agreement.