The following terms and conditions (the “Standard Terms”) shall govern the use of the Integral Ad Science, Inc. (“Integral”) products and services (the “Services”) described in the Integral Ad Science Pub Expert Statement of Work (“SOW”) entered into between you and Integral. 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, Integral does not grant you a license to use the Services. In the event of any inconsistency between these Standard Terms and the SOW, these Standard Terms control, except in such case wherein terms in the SOW explicitly override related terms in these Standard Terms, specifically referencing overridden terms of these Standard Terms and clearly using the term “override” (or “overrides”) to denote the override; in this case of an explicit override, the terms of the SOW shall govern. Integral reserves the right to update and change, from time to time, these Standard Terms.
You can always find the most recent version of these Standard Terms at http://integralads.com/pub-expert-terms-and-conditions. Integral may change these Standard Terms by posting a new version without notice to you. Use of the Pub Expert Monitoring Pixel after such change constitutes acceptance of such changes.
(b) You own and shall retain all rights in and to content and materials that you use in connection with the Services (“Your Materials”). Integral does not acquire any interest in Your Materials by virtue of providing the Services. Notwithstanding the foregoing, you hereby grant Integral a limited license during the term of the 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 SOW or these Standard Terms.
(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.
(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 Integral reasonably believes that such event is likely to occur, Integral, 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 Integral determines in its sole discretion that it is not commercially practicable for Integral to achieve (i) or (ii) above, Integral 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 Integral, 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.
Effective March 16, 2016