INTEGRAL AD SCIENCE, INC. STANDARD TERMS AND CONDITIONS
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 Insertion Order (the “IO”) 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 IO, these Standard Terms control. 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/terms-and-conditions. Integral may change these Standard Terms by posting a new version without notice to you. Use of the Integral APIs after such change constitutes acceptance of such changes.
- Use of Services. Integral shall provide you with access to and use of the Services listed in the IO. You will comply with the reporting requirements and implementation specifications provided to you by Integral. You will not attempt to collect or use data provided in connection with the Services 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, without paying applicable fees.
- Fees. You shall pay Integral all fees set forth in the IO (collectively, the “Fees”). All undisputed Fees are nonrefundable and are payable within thirty (30) days of receipt of the invoice. Integral shall notify you in writing of any delinquency in payments when due. In the event that you do not pay fees within 15 days of written notification by Integral, Integral reserves the right to charge a late fee on any amount not paid after 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.
- Intellectual Property. 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 IO to use Your Materials solely to the extent necessary 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 or these Standard Terms. Without limitation, Integral owns, and shall continue to own, all intellectual property and other proprietary rights in and to all portions of the Services, and any data related thereto. You may not use any Integral data: (i) for competitive purposes, (ii) to create new products, or (iii) to create white or black lists. 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 Integral.
- Confidential Information. In connection with the IO or these Standard Terms, Integral may disclose to you certain confidential proprietary information owned by it (“Confidential Information”). You shall maintain Integral’s Confidential Information in strict confidence and shall not disclose, publish or copy any part of such Confidential Information. You shall use Integral’s Confidential Information solely for the purpose of the IO and these Standard Terms.
- Disclaimer. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND INTEGRAL 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. INTEGRAL 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. INTEGRAL 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 AUTHORISED BY INTEGRAL IN WRITING, SHALL VOID ANY WARRANTY.
- Indemnification. You agree to indemnify, defend and hold harmless Integral, its affiliates and their respective officers, directors, and employees from and against any and all liability, claims, causes of action, suits, damages and expenses, including reasonable attorneys’ fees and costs, to the extent that such is based upon any third party claim in connection with the your use of the Services, except to the extent caused by a breach of these Standard Terms by Integral. Integral reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Integral in asserting any available defences.
- Limitation of Liability. IN NO EVENT WILL INTEGRAL BE LIABLE TO YOU 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 NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INTEGRAL’S CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID OR PAYABLE TO INTEGRAL BY YOU DURING THE MOST RECENT TWELVE (12) MONTHS.
- Term and Termination. These Standard Terms shall commence on the date set forth in the IO and shall continue in accordance with the term set forth in the IO. Integral may terminate the Services or your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If you have any questions about the termination of any part of the Services, please contact us at email@example.com. All provisions of these Standard Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Miscellaneous. These Standard Terms and the IO are the entire agreement between you and Integral with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Integral 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 Integral 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 Integral’s prior written consent. Integral 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; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognised overnight delivery service. These Standard Terms shall be governed by the laws of the State of New York and each party consents to exclusive jurisdiction and venue in the courts located in New York County, New York.
Updated March 13, 2014.