PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING FOR THE uADs ADVERTISING PLATFORM. PARTICIPATION IN PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS AND TERMS OF SALE.
Program Participation
Participation in any new uADs campaign is subject to Unittus’s prior approval and Your continued compliance with the Program, which could change for time to time. Unittus reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You represent that You are at least 18 years of age. To recipient of your ad, you must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information, in the course of ads being served on your website. Your privacy policy should also include information about user options for cookie management.
Implementation and Operation of uADs ad campaigns
You agree to comply with the specifications provided by Unittus from time to time to enable proper delivery, display, tracking, and reporting of Ads.
Communications Solely With Unittus
You agree to direct to Unittus, and not to any advertiser, any communication regarding any uADs Platform inquires
Parties' Responsibilities
You are solely responsible for the Property(ies), including all content and materials,
maintenance and operation thereof, the proper implementation of Unittus specifications, and adherence to the terms of this Agreement,
including compliance with the Program Policies. Unittus reserves the right to investigate, at its own discretion, any activity that may violate this Agreement,
including but not limited to any use of a software application to access Ads, Links, Search Results, or Referral Buttons or to complete any Referral Event, or
any engagement in any activity prohibited by this Agreement. Unittus is not responsible for anything related to Your Property(ies), including without
limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and Unittus. In addition,
Unittus shall not be obligated to provide notice to You in the event that any Ad, Link, Search Result, or Referral Button is not being displayed properly to,
or Referral Event is not being completed properly by, end users of the Property(ies).
Prohibited Uses
You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate open uADs, and the Advertiser Page, or between the Referral Button and the Referral Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page (v) display any Ad(s), Link(s), or Referral Button(s) on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads, Links, Search Results, or Referral Buttons through or from, or otherwise incorporate the Ads, Links, Search Results, or Referral Buttons in, any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vii) 'crawl', 'spider', index or in any non-transitory manner store or cache information obtained from any Ads, Links, or Referral Events, or any part, copy, or derivative thereto; (viii) act in any way that violates any Program Policies posted on the Unittus Web Site, as may be revised from time to time, or any other agreement between You and Unittus (including without limitation the Unittus uADs Platform terms); (ix) disseminate malware; (x) create a new account to use the Program after Unittus has terminated this Agreement with You as a result of your breach of this Agreement; or (xi) engage in any action or practice that reflects poorly on Unittus or otherwise disparages or devalues Unittus’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
Confidentiality
You agree not to disclose Unittus Confidential Information without Unittus's prior written consent. “Unittus Confidential Information” includes without limitation: (a) all Unittus software, technology, programming, specifications, materials, guidelines and documentation relating to the Program;
No Guarantee
Unittus makes no guarantee regarding the level of performance of uADs Advertising Platform other then delivery of uMessages. In addition, for the avoidance of doubt, Unittus does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Unttus’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Unittus (or its wholly owned subsidiaries) or Your servers are located or co-located.
No Warranty
UNITTUS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ALL ADVERTISING, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS
Limitations of Liability; Force Majeure
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) UNITTUS'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT RECEIVED BY UNITTUS FROM PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
Publicity
You agree that Unittus may use Your name and logo in presentations, marketing materials, customer lists, financial reports, and Web site listings of customers. If You wish to use Unittus's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”), You may do so, so long as such use is in compliance with this Agreement and in compliance with Unittus's then current Brand Feature use guidelines.
Representations and Warranties
You represent and warrant that (a) all of the information provided by You to Unittus to enroll in the Program is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.
Your Obligation to Indemnify
You agree to indemnify, defend and hold Unittus, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Person(s)' ”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Property(ies), and/or Your breach of any term of this Agreement.
Unittus Rights
You acknowledge that Unittus owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Unittus's uADs serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by Unittus from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Program except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Unittus services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter Unittus's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Unittus services, software, or documentation (including without limitation the display of Unittus’s Brand Features “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
Information Rights
Unittus may retain and use, subject to the terms of the Unittus Privacy Policy (located at https://www.unittus.com/privacy-policy.aspx, or such other URL as Unittus may provide from time to time), all information You provide, including but not limited to Property demographics and contact and billing information. You agree that Unittus may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Unittus may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Unittus disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Unittus may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by Unittus, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Unittus the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.
Miscellaneous
This Agreement shall be governed by the laws of Florida, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Sarasota County, Florida. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Unittus. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Unittus. Notwithstanding the foregoing, Unittus may assign this Agreement to any affiliate at any time without notice. The relationship between Unittus and You is not one of a legal partnership relationship, but is one of independent contractors.