Publisher Terms & Conditions
Publisher Terms & Conditions
This Agreement shall commence effective as of the date LoopMe activates Your Program account (“Effective Date”) and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of this Agreement.
“You” or “Your” means any entity identified in an enrolment form submitted by the same or affiliated persons, and/or any agency, network or other third party that You have granted access to Your account, all of whom will be bound by this Agreement.
This Agreement does not alter in any way the terms or conditions of any other agreement You may have with LoopMe for products, services or otherwise.
I. Description Of Program
LoopMe shall with effect from the Effective Date, make available and allow You to access the Program as a publisher to offer and sell Supply Inventory to advertisers who desire to display and serve the Ads on the applications and sites that You own/operate or contracted by You for operation and where You have agreed to display Ads for revenue generation (“Supply Inventory”), based upon the selling criteria selected by You via the LoopMe online user dashboard provided by LoopMe (“Program” or “Services”).
III. Implementation Of Program
IV. Obligations Of The Parties
VII. Data Use
VIII. Confidentiality, Publicity
Each party agrees not to disclose the other party Confidential Information without such party’s prior written consent. “Confidential Information” includes without limitation: (a) all software, technologies, programming, specifications, materials, guidelines and documentation relating to the Program, the Supply Inventory, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Program; and (c) any other information designated in writing by either party as “Confidential” or an equivalent designation. Confidential Information does not include information that has become publicly known through no breach by You or LoopMe, or information that has been (i) independently developed without access to Confidential Information as evidenced in writing; (ii) rightfully received by a party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s Brand Features in any news release, public announcement, advertisement, or other form of publicity in relation to this Agreement without securing the prior written consent of such party.
LoopMe does not represent or warrant that the Program is reliable, accurate, complete, or otherwise free from defects. Accordingly, the Program is made available for use “as is”, and any use thereof will be undertaken solely at Your own risk. LoopMe reserves the right, in its sole discretion, to include or cease providing the Program at any time (subject to notice as may be required herein), and LoopMe does not give or enter into any conditions, warranties or other terms with regard to the Program. In particular, no condition, warranty or other term is given or entered into to the effect that the Program will be of satisfactory quality, non-infringement or that the Program will be fit for any particular purpose. For the avoidance of doubt, LoopMe 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 LoopMe’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 LoopMe (or its wholly owned subsidiaries) or Your servers are located or co-located.
X. Limitation Of Liability
XI. Representations And Warranties
You agree to indemnify, defend and hold LoopMe, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Persons”) harmless from and against any and all 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 a) Your use or access of the Program, any violation of this Agreement by You including without limitation breach of representations and warranties and obligations related to confidentiality; (b) infringement by You of any third party Intellectual Property Rights or other right of any person or entity; (c) willful misconduct or gross negligence by You; (d) fraudulent or unlawful act of You (e) Your breach or alleged breach of any warranties or representations made under this Agreement; (f) Any material displayed in Your Supply Inventory which do not comply with all applicable laws, statutes and regulations; (g) Any material displayed in Your Supply Inventory which contain content that is obscene, defamatory, libelous, or slanderous, or hate-related.
Any claim for indemnification hereunder shall be subject to the following provisions: (i) You shall be given prompt written notice of the claim by LoopMe, provided that any delay in providing notice shall not relieve You of Your indemnity obligations under this Contract unless, and only to the extent, You were prejudiced by the delay; and (ii) LoopMe shall reasonably cooperate with You and Your counsel at Your cost and expense. LoopMe may participate in the defense and settlement of the claim and using attorneys selected by LoopMe. Each party shall make all reasonable efforts to mitigate damages.
XIV. Governing Law And Jurisdiction
Last Updated — 3rd May 2018