The following terms and conditions (the “Standard Terms”) shall govern the use of the Integral Ad Science, Inc. (“IAS”) products and services (the “Services”) described in the Integral Ad Science Campaign Implementation Agreement (the “IO”) or the Integral Ad Science Statement of Work (“SOW”), as the case may be, entered into between you and IAS. If you are entering into these Standard Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind the legal entity to these Standard Terms, in which case “you” or “your” shall mean such entity. If you do not have such authority or if you disagree with any of the terms in these Standard Terms, IAS does not grant you a license to use the Services. In the event of any inconsistency between these Standard Terms and the applicable IO or SOW, the applicable IO or SOW control.
- Use of Services.(a) Subject to these Standard Terms and payment of any fees pursuant to Section 2 below, IAS hereby grants you a license to access and use the Services listed in the IO or SOW (as applicable) and the IAS Data (as defined below).
(b) You will comply with any applicable reporting requirements and/or implementation specifications provided to you by IAS (including, without limitation, any and all specifications related to the proper insertion and removal of any advertising tags, ad unit overlays or other code provided by IAS to you and used in connection with the provision of the Services).
(c) You will not attempt to collect or use data provided in connection with the Services or the IAS Data for purposes of: segmenting, re-targeting, creating or supplementing user profiles or inventory profiles; creating, supplementing or amending interest categories; or syndication or other distribution to third parties.
(d) If you receive log-level reporting (“LLR”) as part of the Services, such LLR can only be used by you for your own reporting purposes. Without limiting the foregoing, the restrictions set forth in Section 1(c) shall apply to your use of LLR data. The LLR data collected by IAS on your behalf may not be passed to any internal or third-party technology partners including, but not limited to, data management platforms (DMPs), demand side platforms (DSPs), trading desks, exchanges, networks, and supply side platforms (SSPs).
- Fees.(a) You shall pay IAS all fees set forth in the applicable IO or SOW (collectively, the “Fees”). All undisputed Fees are nonrefundable and are payable within thirty (30) days of receipt of the invoice via ACH or wire transfer. If you dispute the validity of an invoiced Fee, you must provide prompt written notice within thirty (30) days to IAS stating the details of any such dispute. If only a portion on an invoice is in dispute, you must pay all undisputed amounts in accordance with the terms of this Section 2. Acceptance by IAS of any partial payment does not constitute a waiver of the disputed amounts. Where Fees are calculated according to numbers of impressions, such Fees may include impressions which occur after the end of a campaign or following the termination of the applicable IO or SOW as a result of your failure failing to remove one or more tags. IAS reserves the right to charge a late fee on any amount not paid after fifteen (15) days of receipt of written notification of non-payment equal to 1.5% per month (or, if lower, the maximum rate allowed by law) on the outstanding balance for the period such payment is delinquent. In the event you fail to make timely payment, you will be responsible for all reasonable expenses (including attorneys’ fees) incurred by IAS in collecting such amounts. In addition, you will be responsible for all taxes in connection with the Services (excluding taxes based on IAS’s net income).
(b) The parties agree that the rates listed in the applicable IO or SOW may be modified by IAS in its sole discretion. IAS shall provide you with at least thirty (30) days’ prior written notice of any price modifications. Your continued use of the Services after notice of any rate change shall constitute your acceptance of such updated rates. Notwithstanding anything to the contrary herein, you may terminate these Standard Terms by giving written notice to IAS if such rate change is not acceptable to you.
(c) To the extent that You have identified a media partner in your IO or SOW as paying for certain Fees (“Media Partner Fees”), You agree that You will use commercially reasonable efforts to assist IAS with the collection of any delinquent Fees from such Media Partner to the extent that such media partner fails to remit payment to IAS with respect to any validly issued invoice sent to such media partner by IAS. You shall be responsible for any Media Partner Fees in the event that your identified media partner(s) fail to remit payment to IAS.
- Intellectual Property.(a) IAS owns, and shall continue to own, all intellectual property and other proprietary rights in and to all portions of the Services, and any data and information that (i) results from Your use of the Services or is collected by IAS through the provision of the Services to you; and/or (ii) is derived from any of the foregoing, including, without limitation, all lists or other records containing any such information (the “IAS Data”), in each case, as further described in the applicable IO or SOW. You agree not to use, transfer, distribute, or dispose of any information contained in the Services or in any IAS Data in any manner that could compete with the business of IAS. You may not, without prior written approval from IAS, (i) sell, resell, license, distribute, transfer or otherwise exploit any IAS Data to any third party; (ii) publicly disclose or publish any IAS Data in its entirety, or the substantial equivalent of the same; (iii) use the IAS Data to create white or black lists; (iv) reverse engineer or attempt to reverse engineer the IAS Data or the Services; or (v) allow a third party to do any of the above. You will not remove or obscure any copyright, trademark or patent notices that appear on the Services. All rights not specifically granted to you hereunder are retained by IAS.
(b) You own and shall retain all rights in and to content and materials that you use in connection with the Services (“Your Materials”). IAS does not acquire any interest in Your Materials by virtue of providing the Services. Notwithstanding the foregoing, you hereby grant IAS a limited license during the term of the applicable IO or SOW to use Your Materials solely to the extent necessary to provide the Services to you. Except for the limited rights set forth in Section 1, you do not acquire any interest in the Services by virtue of entering into the IO, the SOW or these Standard Terms.
- Confidential Information.(a) “Confidential Information” means any non-public proprietary information, 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, as well as all analyses, compilations, studies or otherwise that reflect such information, disclosed by one party (as the “Disclosing Party”) to the other (as the “Receiving Party”) either directly or indirectly in writing or orally. Confidential Information does not include information which (i) is known to the Receiving Party at the time of disclosure to the Receiving Party by the Disclosing Party as evidenced by written records of the Receiving Party; (ii) has become publicly known and made generally available through no wrongful act of the Receiving Party; (iii) has been rightfully received by the Receiving Party from a third party who is authorized to make such disclosure; or (iv) is independently developed by the Receiving Party without use of Confidential Information as evidenced by written records of the Receiving Party.
(b) Except as otherwise provided herein, the Receiving Party shall not, during or subsequent to the term of this Agreement, use the Confidential Information for any purpose whatsoever other than the performance of the Services or disclose the Confidential Information to any third party. It is understood and agreed that the Confidential Information will remain the sole property of the Disclosing Party. Receiving Party shall at all times maintain as secret and confidential all Confidential Information and shall take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information. In no event shall the Receiving Party publish, disclose or otherwise make accessible any Confidential Information to any third party, except as expressly contemplated hereunder, without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by the order or requirement of a court, administrative agency or other governmental body, provided that the Receiving Party first provides the Disclosing Party prompt notice of such required disclosure and maintains confidentiality to the greatest extent permissible.
(c) On termination of these Standard Terms or at any time during or after the term of these Standard Terms, at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed; provided, however, that a party may retain on a confidential basis one copy of the Confidential Information in order to comply with legal or regulatory requirements and/or internal document retention policies as well as any and all (i) e-mails and any attachments contained in such e-mails and (ii) any electronic files, each of which are automatically saved. Any Confidential Information that is not returned or destroyed, including, without limitation, any oral Confidential Information, shall remain subject to the confidentiality obligations set forth in these Standard Terms.
- Disclaimer. The Services are provided to you “as is” and IAS expressly disclaims all warranties, express, implied or statutory, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and noninfringement, and any warranties arising out of course of dealing, usage, or trade. IAS does not warrant that the Services will meet your specific requirements or that the operation of the Services will be completely error-free or uninterrupted. IAS shall not be liable to you for any inoperability of the Services or for any loss of information or other injury, damage or disruption of any kind. Any use by you of the Services is at your own risk. any modification of the Services or combination of the Services with another product or services, except as specifically authorized by IAS in writing, shall void any warranty.
- EU Personal Data.(a) Definitions. In these Standard Terms: (i) the terms “controller”, “processor”, “data subject”, “personal data” and “processing” have the meaning given to them in European Directive 95/46/EC; and (ii) the term “Applicable Data Protection Law(s)” means all applicable privacy and data protection laws, including European Union Directives 95/46/EC and 2002/58/EC (each as amended, superseded or replaced) and any applicable national implementations of them.
(b) Applicability of this Section. This Section 6 applies only when, and to the extent that, a party processes personal data in the course of providing or receiving the Services or in the course of performing or exercising its rights and obligations under this Agreement.
(c) Customer as Controller. IAS will collect and analyze certain data relating to digital advertisements served by Customer (“Ad Performance Data”) for the purpose of performing the Services. Customer is a controller of Ad Performance Data and shall comply with Applicable Data Protection Law(s) whenever it processes Ad Performance Data. IAS will not process any Ad Performance Data without Customer’s prior consent.
(d) IAS as Controller. The performance of the Services involves IAS integrating Ad Performance Data it collects for Customer (and other IAS customers) within its global advertising performance models (the “Global Models”). IAS shall ensure that the Ad Performance Data integrated within the Global Model does not contain any information that directly identifies any individual (for example, by name, phone, e-mail address or other contact details). IAS is the controller of any personal data within the Global Models, and it is a condition of this Agreement that Customer and IAS enter into a data transfer agreement.
(e) Cooperation. If either party receives any correspondence, enquiry or request with respect to personal data for which the other party is a controller, it shall promptly inform the other party giving full details of the same and provide the other party with all such reasonable cooperation as the other party may require in order to respond to such correspondence, enquiry or request itself.
(f) Consent and Notices.You are responsible for ensuring that all necessary consents (if any) are obtained and all necessary notices and/or consent withdrawal mechanisms (if any) are provided (whether by applicable publishers, industry initiatives, you or otherwise) so as to enable IAS to obtain and process lawfully in accordance with Applicable Data Protection Law(s) the information IAS’s technology collects in providing the Services. IAS will provide you with such information as you may reasonably request in order to comply with the foregoing. You will provide IAS with such information and co-operation as IAS may reasonably request to assist IAS in complying (and evidencing its compliance) with Applicable Data Protection Law(s) in relation to the foregoing.
- Indemnification.(a) You agree to indemnify, defend and hold harmless IAS and its officers, directors, and employees (each, an “IAS Indemnitee”) from and against any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses, including reasonable attorneys’ fees (collectively, “Losses”) awarded against an IAS Indemnitee in a final judgment arising out of or resulting from any third party claim, suit action or proceeding (each, an “Action”) arising out of or resulting from (i) your use of the Services and IAS Data in breach of these Standard Terms, the applicable IO or SOW, or written instructions provided to you by Integral, (ii) your use of or access to the Services in violation of these Standard Terms, the applicable IO or SOW, or written instructions provided to you by IAS, or (iii) your violations of applicable laws, rules or regulations in connection with your use of the Services.
(b) IAS agrees to indemnify, defend and hold harmless You, and Your officers, directors, and employees (each, a “Customer Indemnitee”) from and against any and all Losses awarded against a Customer Indemnitee in a final judgment arising out of or resulting from any third party Action arising out of or resulting from a claim that the Services, as provided by IAS without alteration by you, directly infringes upon any third party copyright, U.S. trademark, U.S. trade secret, or U.S. patent that has been issued as of the effective date of the SOW. This Section 6(b) shall not apply to the extent any Losses arise from: (a) your use of the Services and IAS Data in breach of these Standard Terms; or (b) the combination, operation, or use of the Services with any product or services not provided or authorized by IAS.
(c) If the Services should become the subject of any copyright, trademark, trade secret or patent infringement claim subject to indemnification as set forth above, or IAS reasonably believes that such event is likely to occur, IAS, at its expense and discretion, will either: (i) secure for you the right to continue using the Services; (ii) replace or modify the Services so as to make it non-infringing; or (iii) if IAS determines in its sole discretion that it is not commercially practicable for IAS to achieve (i) or (ii) above, IAS will have the right to terminate these Standard Terms and SOW and provide you with a pro rata refund of any pre-paid portion of the Fees (if any). The foregoing states the entire liability of IAS, and your sole and exclusive remedy, with respect to infringements of any copyrights, trademarks, trade secret or patents by the Services.
(d) The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (ii) granting complete control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party’s expense, in defense and settlement of such claim, action, suit or proceeding. The indemnified party may participate in any action, at its own expense, with its own counsel. The indemnifying party will not acquiesce to any judgment or enter into any settlement unless it secures a full and final release of all claims against the indemnified party.
- Limitation of Liability. EXCEPT FOR YOUR OBLIGATIONS OF INDEMNIFICATION, A BREACH OF CONFIDENTIALITY OR VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THESE STANDARD TERMS OR THE USE OR PERFORMANCE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND (B) EACH PARTY’S CUMULATIVE LIABILITY TO THE OTHER PARTY, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID OR PAYABLE TO IAS BY YOU DURING THE MOST RECENT TWELVE (12) MONTHS.
- Term and Termination. These Standard Terms shall commence on the date set forth in the applicable IO or SOW and shall continue in accordance with the term set forth in the applicable IO or SOW. These Standard Terms shall terminate thirty (30) days after a party’s receipt of written notice that such party is in material breach of any of the terms or conditions set forth herein, unless such party cures such breach within said thirty (30) day period. IAS may immediately suspend or terminate your use of the Services, without notice, (a) if deemed reasonably necessary by IAS to prevent any harm to IAS’s network, its business, reputation or its other customers, or (b) if you fail to pay any invoice within ninety (90) days of its receipt by you. If you have any questions about the termination of any part of the Services, please contact us at firstname.lastname@example.org. All provisions of these Standard Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property ownership provisions, warranty disclaimers, EU personal data, indemnity and limitations of liability.
- Public Statements and Use of Marks. You shall not (a) make any public statements or announcements, or statements to third parties, regarding the Services provided by IAS under these Standard Terms and applicable IO or SOW, or (b) use IAS’s trademarks or logos, in each case, without obtaining prior written approval from IAS in each instance. IAS shall have the right to list you as a customer on its websites and in its marketing materials.
- Miscellaneous. These Standard Terms and the IO or SOW (as the case may be) are the entire agreement between you and IAS with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and IAS with respect to the Services or any other of the subject matter hereof. If any provision of the Standard Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Standard Terms will otherwise remain in full force and effect and enforceable. No failure of IAS to enforce any of its rights under these Standard Terms will act as a waiver of such rights. These Standard Terms are personal to you, and are not assignable, transferable or sublicensable by you except with IAS’s prior written consent, except that you may assign your rights and obligations to a successor to substantially all of your relevant assets or business or equity securities. IAS may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Standard Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Standard Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Standard Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service to the address specified in the IO or SOW (as the caFse may be) or such other address as may be properly specified by written notice hereunder. These Standard Terms shall be governed by the laws of the State of New York without regard to its conflicts of law provisions and each party consents to exclusive jurisdiction and venue in the courts located in New York County, New York.