1. Acceptance of Terms
Thank you for using Manage Publisher, an innovative advertising platform from Manage.com Group, Inc., a Delaware corporation (“Manage”). Please carefully read the following terms and conditions (the “Terms of Service”) which apply to your use of the Services (as defined below). By clicking the “I accept” button, downloading the SDK (as defined below), or in any way using the Services, you agree to be bound by the Terms of Service and all incorporated documents and agreements. If you do not click “I accept,” you will not have access to, nor be able to download, the SDK.
Manage reserves the right to modify these Terms of Service at any time by posting a notice on www.manage.com (the “Site”), or by sending you a notice via email. Your viewing of the Site or using all or any part of the Services constitutes your assent to such modifications. You shall be responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective immediately upon first posting or notification on the Site.
To register for the Services, you must complete the registration process on the Site. In consideration for the use of the Services and the Site, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Manage has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Manage has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). At registration, you will be required to provide Manage with a username and password. You understand that you are solely responsible for maintaining the confidentiality of your password and that you shall be solely and fully responsible for all activities that occur under your username and password. Manage shall not be responsible for any loss, claim or other liability that may arise from the unauthorized use of any password. You agree to immediately notify Manage of any unauthorized uses of your password or username or any other breach of security. If a password is lost or stolen it is your responsibility to change the password, and immediately notify Manage, so that your account remains both secure and functional. Additionally, you agree that if you provide false information to obtain access to the Manage site that you are not legally entitled to claim, Manage will be entitled to collect liquidated damages of $1,000 per violation or actual damages incurred by Manage from you, whichever is greater. You understand and agree that the Services may include certain communications from Manage, such as service announcements, administrative messages, and any other Manage notices and that these communications are considered part of Manage membership and (except as prohibited by applicable law) you will not be able to opt out of receiving them.
Manage Publisher is a publisher software platform that allows publishers to sell advertising space (“Inventory”) to advertisers (“Advertisers”). In order to use Manage Publisher, you must integrate the Manage Publisher software development kit (the “SDK”) subject to the End User License Agreement (“SDK EULA”) into your application(s). The Manage Publisher SDK, the Manage Publisher Advertiser optimization engine, and the Manage Publisher Data Management Platform (the “DMP”) are defined collectively herein as the “Services.” Once you are registered on the Site and Manage has approved your application, Manage will pay you a percentage of the Net Revenue (as defined below) that Manage receives from the sale of your Inventory to Advertisers (your “Payment”). Net revenue is defined as the money actually collected by Manage from Advertisers in connection with demand ads served on your Inventory less any applicable fees, fraud, charge backs, refunds, uncollected amounts and other reasonable deductions (“Net Revenue”). Payments to you shall solely be based on Manage’s good-faith measurements and will be final. Manage provides Payments to you on a weekly basis subject to certain minimum thresholds (the “Thresholds”). You are responsible for providing and maintaining accurate contact and payment information associated with your account. Any unpaid Payments below the Thresholds will rollover and accrue to the next pay period. Manage may change its policy on fees and Payments at any time, and changes to such policies may be made by posting a notice on the Site, or by sending you a notice via email. You shall be solely responsible for the payment of all applicable taxes associated with the Payments to you (except for taxes assessed on Manage’s net income). You shall indemnify Manage for all costs, losses, liabilities and penalties arising from failure to do so.
4. Termination of Services.
These Terms of Service will continue to apply until terminated by either you or Manage as set forth herein (except clauses that expressly survive the termination of these Terms of Service shall survive pursuant to those terms ). You may terminate this agreement at any time by sending notice via email email@example.com . Such termination will be effective 10 business days after Manage’s receipt of such notice. Manage may at any time, for any reason or no reason, terminate these Terms of Service upon email notice to you.
Upon termination of these Terms of Service, Manage will attempt to pay you any undisputed and unpaid Payments within 60 days of termination. However, if Manage is unable to remit Payment to you due to circumstances beyond Manage’s control , such as your failure to maintain accurate contact or payment information, you acknowledge and agree that such Payments will not be made to you. Except for such undisputed and unpaid Payments, upon termination of these Terms of Service neither party shall owe the other party any services, property, or value of any kind.
User shall not authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software, or take any other action that interferes with, disrupt or interact in an unauthorized manner with the Service.
Manage may terminate your account at any time for any reason, including fraudulent activity. You acknowledge and agree that Manage may, in its sole discretion, review impressions, click-throughs or other actions with respect to the service and you shall not be entitled to receive any applicable revenue share for actions that Manage determines in its sole discretion are fraudulent of improper.
6. Privacy and Information Collection
As a condition of your access and use of the Services, you agree that Manage has the right, for any purpose, to collect, retain, use, and publish in an aggregate manner (subject to the terms of the Data Policy) information collected by Manage through your use of the Services. This information includes, but is not limited to, the characteristics and activities of the Advertisers’ customers and potential customers (“End Users”) (“User Data”). You hereby agree that you will not (and will not allow any third party to) use the Services to track or collect personally identifiable information of End Users, nor will you (nor will you allow any third party to) associate any data gathered from your mobile application(s) with any personally identifying information from any sources as part of your use of the Services. You represent and warrant to Manage that you have implemented and will abide by an appropriate data policy and will comply with all applicable laws relating to the collection of information from End Users of your applications.
Each party agrees that all business, technical, and financial information it obtains from the other party that is marked “Confidential” or “Proprietary” (or which by its nature is reasonably understood to be proprietary and confidential), is the confidential property of the disclosing party (“Proprietary Information”). Except as expressly allowed herein or as required by law, regulation, or court order, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party during the term of this Terms of Service and for five (5) years or until such time as such Proprietary Information becomes known and made generally available through no action of the receiving party, whichever is longer. Each party shall treat the other party’s Proprietary Information with the same degree of confidentiality it affords its own sensitive business information, but in no event shall such confidentiality protections be less than reasonable. Upon termination of these Terms of Service, or at the request of the disclosing party, the receiving party shall (at its option) return the Proprietary Information to the disclosing party, or destroy it and, upon the disclosing party’s request, certify that it has taken such action. The receiving party shall not be obligated under this Section with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; (ii) is received without restriction from a third party lawfully in possession of such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without access to such Proprietary Information.
8. Representations and Warranties
In order for Manage to provide you the Services, you hereby represent, warrant, and covenant to Manage that: (a) if you are an individual, you are at least 18 years old; (b) if you are a company, you are appropriately licensed and are legally permitted to conduct business; (c) you are legally authorized to act on behalf of each mobile application that you designate in connection with the use of the Services; (d) you have obtained and shall maintain all necessary rights, power, and licenses to perform your obligations under these Terms of Service; (e) you will comply with and have any and all necessary consents, authorizations, and clearances from End Users to allow Manage to collect, store, and use User Data; (f) you will comply with all applicable laws, including COPPA and other federal rules and regulations, while utilizing the Services and performing any obligations under these Terms of Service; (g) you will not access, tamper with, reverse engineer, modify, or decompile any Services; and (h) any content you may submit to Manage.com shall not: (i) be illegal, obscene, threatening, false, harassing, or (ii) contain any software viruses or spam, or (iii) infringe the intellectual property or privacy/publicity rights of any third party.
You agree to indemnify, defend, and hold Manage, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) content posted, uploaded, or otherwise transferred by you to Manage, (b) your use of the Service, (c) your connection to the Service, (d) your violation of these Terms of Service, or (d) your violation of any rights of another.
10. Disclaimer of Warranties and Limitation of Liability
Except as expressly set forth in these Terms of Service, Manage makes no warranty of any kind, with respect to any matter. This includes, but is not limited to, warranties that: (a) the Services will be uninterrupted, accurate, reliable, updated, or error-free; (b) the results of the use of the Services will earn any amount of money for you; or (c) the merchantability, fitness for a particular purpose, or non-infringement of the Services. You further acknowledge and agree that the Services are based on an auction model and some of the main factors that determine the revenue therefrom are not within Manage’s control.
In connection to the use of the Services, you acknowledge and agree that Manage is not affiliated with or responsible for any third-party products/services managed with the Service. Manage neither represents or endorses the accuracy, integrity or legality of any third party products or services, nor the truth or accuracy of the description of any advertisements MANAGE DISCLAIMS ANY AND ALL WARRANTIES, IMPLIED OR STATUTORY, REGARDING THE SERVICES TO THE FULL EXTENT PERMITTED BY LAW. MANAGE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT MANAGE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. MANAGE’s AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE GREATER OF U.S. ONE HUNDRED DOLLARS (U.S. $100). IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, MANAGE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
11. Dispute Resolution, Injunctions, and Choice of Law
ANY CLAIM, CONTROVERSY OR DISPUTE OF ANY KIND BETWEEN YOU AND MANAGE AND/OR ANY OF ITS EMPLOYEES, AGENTS, AFFILIATES, OR OTHER REPRESENTATIVES, WHETHER SOUNDING IN CONTRACT, STATUTE OR TORT, INCLUDING FRAUD, MISREPRESENTATION, FRAUDULENT INDUCEMENT, OR ANY OTHER LEGAL OR EQUITABLE THEORY AND REGARDLESS OF THE DATE OF ACCRUAL OF SUCH CLAIM, CONTROVERSY, OR DISPUTE SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION AS PRESCRIBED IN THIS SECTION. HOWEVER, NOTHING CONTAINED IN THIS ARBITRATION PROVISION SHALL PRECLUDE YOU FROM RESOLVING ANY CLAIM, CONTROVERSY OR DISPUTE IN SMALL CLAIMS COURT YOU WOULD OTHERWISE WOULD HAVE A RIGHT TO PURSUE. ADDITIONALLY, BOTH PARTIES HAVE THE AUTHORITY TO FILE PRELIMINARY INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT OR HALT THE BREACH OF ANY TERMS OR CONDITIONS OF THESE TERMS OF SERVICE. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT DAMAGES SHALL BE AN INADEQUATE REMEDY FOR MANAGE IN THE EVEN YOU BREACH THESE TERMS OF SERVICE AND THAT A BREACH OF THESE TERMS OF SERVICE WILL CAUSE MANAGE GREAT AND IRREPARABLE INJURY AND DAMAGE. ACCORDINGLY, YOU AGREE THAT MANAGE SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN THE EVENT OF A BREACH OR THREATENED BREACH BY YOU OF THESE TERMS OF SERVICE, WITHOUT WAIVING ADDITIONAL RIGHTS OR REMEDIES.
A single arbitrator engaged in the practice of law will conduct the arbitration. Both parties agree that the arbitrator will apply the substantive laws of California. The arbitrator will be selected in accordance to the rules of JAMS or may be selected by agreement of the parties, who shall cooperate in good faith to select the arbitrator. The arbitration will be conducted by and under the then applicable rules of the JAMS. Any required hearing fees and costs shall be paid by the parties as required by applicable rules or as required by applicable law, but the arbitrator shall have the power to apportion such costs as the arbitrator deems appropriate.
THE ARBITRATOR’S DECISION AND AWARD WILL BE FINAL AND BINDING, AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT WITH JURISDICTION. TO ENFORCE THE ARBITRATION AWARD, THE PREVAILING PARTY IN THE ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION. If any party files a judicial or administrative action asserting a claim that is subject to arbitration and another party successfully stays such action or compels arbitration, the party filing that action must pay the other party’s costs and expenses incurred in seeking such stay or compelling arbitration, including attorney fees.
12. Intellectual Property
“Manage Publisher” and any logos (together, the “Marks”) are trademarks of Manage. No third party shall use these Marks, or any other trademarks, slogans, or logos which are likely to cause confusion with Manage’s Marks, to mislead consumers about the origin of the third party’s goods or services, or to signal Publisher’s or Manage’s affiliation with, or sponsorship of, third party’s products, services, websites, or companies. Additionally, you agree you will not delete or in any manner alter the trademark notices or markings appearing in the Services. Any use by Manage of third party trademarks is expressly authorized herein or is intended as “fair use,” and Manage has no intention whatsoever to trade off the goodwill developed by unaffiliated third parties.
The Services and the content contained therein are protected under United States and International copyright laws. As such, except as expressly authorized in writing by Manage, any reproduction, creation of derivative works, distribution, display, public performance, translation, or alteration of the Services are strictly prohibited and may subject you to liability. Additionally, you agree that you will not alter the copyright notices or markings appearing in any of the Services. If you believe that any material used for the Services or on the Manage site infringes upon a your copyright, you may submit a notification pursuant to our Digital Millennium Copyright Act Notice here.
(c) Perpetual License
You hereby grant to Manage a royalty-free, fully paid-up, sub-licensable, transferrable, nonexclusive, worldwide, irrevocable and perpetual license to reproduce, display, distribute and otherwise use your trademarks, logos and other indicia of origin associated with you solely for the purpose of indicating that you are a client of Manage and promoting Manage and its Services in Manage’s marketing and promotions.
13. Terms of Service Violations
Manage.com takes violations of these Terms of Services seriously. Please report any violations of the Terms of Service to us at firstname.lastname@example.org . Law enforcement officials may send correspondence (such as subpoenas, court orders and warrants) to Manage c/o Legal Department :
Manage.com Group, Inc.
331 Castro Street, Suite 200
Mountain View, CA 94041
14. General Provisions
(a) Modification of Services.
You agree that Manage may, in its sole discretion and without notice to you, modify the Services it provides to you, including, but not limited to, terminating your password or removing and discarding any content you may have provided to Manage for inclusion within the Services or the Site.
(b) Entire Agreement
These Terms of Service (and the documents incorporated by reference herein) constitute the entire agreement between you and Manage in regards to the Services and govern your use of the Service, superseding any prior agreements between you and Manage (including, but not limited to, any prior versions of these Terms of Service). These Terms of Service and the Services contemplated hereunder are not assignable, transferable or sub-licensable by you except with Manage’s prior written consent. Manage may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Manage services, third-party content, or third-party software. The failure of Manage to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service becomes invalid, illegal, void, or unenforceable under any applicable law, each such provision shall be deemed amended to conform to applicable law; or, if it cannot be amended without materially altering the Terms of Service, such provision shall be deleted. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.