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Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW). BY USING THE WEBSITE HTTPS://WWW.PROMOTEIQ.COM (THE “SITE”), ANY OF THE APPLICATIONS, FEATURES AND OTHER CONTENT MADE AVAILABLE ON THE SITE  OR OTHERWISE REFERENCING THESE TERMS OF SERVICE (COLLECTIVELY, THE “SERVICES”) OFFERED BY SPOTFRONT, INC. (“SPOTFRONT”), YOU SIGNIFY YOUR ASSENT TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE (THIS “AGREEMENT”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU DO NOT HAVE ANY RIGHT TO USE THE SERVICES.

The Services, owned and operated by Spotfront, are to help businesses create, target and publish online display advertisements to consumers with the target attributes they seek. This Agreement applies to all users of the Services made available on the Site, but not the use of Spotfront’s Promote IQ Service Platform. For the terms governing use of the PromoteIQ Service Platform, please review your Master Services Agreement with Spotfront or such similar agreement as may be agreed by you and Spotfront.

Your use of the Services is an acknowledgment that you understand and agree to be bound by this Agreement, any fees applicable to you, any additional guidelines, and any future modifications of this Agreement. The Services are accessed by you (“User” or “you”) under the following terms and conditions:

ACCESS TO THE SERVICES

Spotfront hereby grants User a limited, non-exclusive, non-transferable, non-sub-licensable right and license to remotely access and use (i.e. display) the Services as provided by Spotfront. Spotfront may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature or Content (as defined below). Spotfront may also restrict your access to parts or all of the Services without notice or liability. Spotfront may modify this Agreement at any time by posting a notice on the Services, or by sending you a notice via e-mail or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. If at any time you do not agree to these terms and conditions, you must terminate your use of the Services. You will still remain liable for any obligations incurred or charges accrued on or before the date of termination.

Customer understands and agrees, that: (i) the Services may contain bugs, defects and errors, (ii) the Services may be modified during the course of this Agreement and (iii) any Feedback with respect to your use of the Services (“Feedback”) is subject to the ownership provisions of the “Content” section of this Agreement, and may be used by Spotfront in Spotfront’s development of, and incorporated into, any subsequent commercial release or upgrade. Spotfront has no obligation under this Agreement or otherwise to correct any bugs, defects or errors in the Services or otherwise to support or maintain the Services. Accordingly, any research or development performed, or business plans made, by User regarding or in reliance upon the Services is at User’s own risk. The Services and related documentation, the Feedback, and information and data concerning the development status of the Services, the functionality of the Services, the appearance, content and flow of the Services screens and the method and pattern of user interaction with the Services are the proprietary information of Spotfront. User understands and agrees that User will gain no right, title or interest in or to the Services or any other products or services (other than as licensed pursuant to this Section of the Agreement) by virtue of User’s Feedback to Spotfront or for any other reason. User agrees that it does not now have, will not have, nor will it ever claim, any proprietary rights (including intellectual property rights and trade secret rights) in or to the Feedback, the Services and/or the other services and products offered. If User is ever held or deemed to hold any right, title or interest in or to the Services (including any changes, modifications or corrections thereto), other services and products, and/or the Feedback, then User hereby irrevocably assigns to Spotfront all such right, title and interest. In the event that any such rights (including, by way of example and without limitation, “moral rights,” or other similar rights) cannot be so assigned, User hereby agrees to waive enforcement worldwide of such rights against Spotfront and grants to Spotfront an exclusive, irrevocable license, with right to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and display, in any medium or format, whether now known or later developed, any and all property that is subject to such rights.

User will not, and will not permit any third party within its control to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”) in any way through any medium. Without limiting the generality of the foregoing, User also agrees not to (i) modify, translate, create derivative works, copy, store, display, distribute, sell, license, sublicense (except as expressly provided herein), or publish any or all of the Services of Spotfront without prior written permission of Spotfront or the copyright holder identified in the applicable copyright notice, including without limitation use of any robot, spider, packet sniffer or other automated device to monitor or copy the contents of the Services; (ii) use the Services for timesharing or service bureau purposes or for any purpose other than its own use for the benefit of its customers; (iii) build a competitive product or service or make or have made a product using substantially similar features, functions or graphics of the Service; (iv) directly or indirectly use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations, or (v) restrict or inhibit any other customers from using and enjoying the Services and the Software.

You certify to Spotfront that if you are an individual (i.e., not a corporation) you are at least 18 years of age. You also certify that you are legally permitted to use the Services and access the Site. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms “you” or “your” shall refer to such entity. This Agreement is void where prohibited by law, and the right to use the Services is revoked in such jurisdictions.

CONTENT

You shall not store any significant portion of the materials displayed or performed or available on or through the Services,  including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Content, and so forth (all of the foregoing, the “Content”) in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from Spotfront, or from the copyright holder identified in such Content’s copyright notice. All trademarks, service marks, and trade names which appear on the Services (other than those appearing in any User Content) are proprietary to Spotfront or third parties. You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services.

The Services are protected by copyright as a collective work and/or compilation, pursuant to U.S. and other copyright laws. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section of this Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.

You acknowledge and agree that if you contribute Content to the Services, including but not limited to online display advertisements created using the Spotfront application, websites linked to online display advertisements, images, graphics and text (“User Content”), you hereby do and shall grant Spotfront a non-exclusive, worldwide, royalty-free, transferable, sublicensable right to use, modify, reproduce, distribute, prepare derivative works of, display, publish, perform and otherwise fully exploit such User Content (including all related intellectual property rights) in any media format and through any media channel and to allow others to do so. You also hereby do and shall grant each user of the Services a nonexclusive license to use your User Content as permitted through the functionality of the Services and under this Agreement. You warrant, represent and agree that you have the right to grant Spotfront the rights set forth above. You represent, warrant and agree that you will not contribute any User Content that (i) infringes or violates any copyright or trademark or trade secret of another party, (ii) infringes any intellectual property right or the privacy or publicity rights of another, (iii) is libelous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise violates any law or right of any third party, (iv) contains a virus, trojan horse, worm, or other computer programming routine or engine intended to detrimentally interfere with any system, data or information, (v) causes damage to the systems of Spotfront partners in any way, or (vi) remains posted after you have been notified that such User Content violates any of sections (i) to (v) of this sentence.

Spotfront reserves the right to remove or modify any User Content from the Site and the Services at any time, for any reason or for no reason at all. All information transmitted through the Services is the sole responsibility of the person from whom such information originated. Spotfront cannot guarantee the identity of other users with whom you interact in the course of using the Services. Spotfront does not assume liability for any User Content. You are responsible for all User Content created, posted or published under your username, including User Content contributed by a third party under your username. If you believe User Content residing on the Site or the Services infringes a copyright, please contact us at legal@spotfront.com.

Any Feedback submitted to Spotfront shall become the property of Spotfront. Spotfront will not be required to treat any Feedback as confidential, and will not be liable for any ideas or incur any liability as a result of any similarities that may appear in our future Services, or operations.

DATA AND PRIVACY

Spotfront takes the privacy of its users very seriously. For information regarding Spotfront’s treatment of personally identifiable information, please review Spotfront’s current privacy policy at <link to privacy policy>.

RULES AND CONDUCT

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by this Agreement, or any other purpose not reasonably intended by Spotfront. You agree to abide by all applicable local, state, national and international laws and regulations.

GENERAL DISCLAIMER

THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Although Spotfront has attempted to provide accurate information on the Site, Spotfront assumes no responsibility for the availability, accuracy or completeness of the information. The Site contains information about programs or products that may or may not be available in a particular country or region of the world. Spotfront may change the programs or products mentioned on the Site at any time without notice, but Spotfront makes no commitment to update the programs or products mentioned on the Site in any respect. Any mention of non-Spotfront products or services on the Site is for informational purposes only and constitutes neither an endorsement nor a recommendation unless otherwise stipulated by Spotfront.

THIRD PARTY SITES AND SERVICES

Users of Spotfront may gain access from the Services to third party sites on the Internet. Third party sites or services are not within the supervision or control of Spotfront. Spotfront makes no representations or warranties about any third party site or resource, and does not endorse the products or services offered by third parties. Spotfront disclaims all responsibility and liability for content on third party websites. Any transactions or activity between you and any third party site or resource are solely between you and the applicable third party. You hereby irrevocably waive any claim against Spotfront with respect to third party content. Third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with Spotfront. If you are referred to a third party as an affiliate of Spotfront, you agree such third party may share details of your transactions with them with Spotfront, and you waive any objection to any referral fee earned by Spotfront.

INDEMNITY

You will indemnify and hold Spotfront, its directors, officers, employees, agents, and representatives harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or your infringement of any intellectual property or other right of any person or entity.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SPOTFRONT, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES BE LIABLE WITH RESPECT TO THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, USER CONTENT OR OTHER INTANGIBLES; (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; (D) DAMAGES RELATED TO DOWNLOADING OR POSTING CONTENT; OR (E) DAMAGES IN EXCESS OF $100.

FEES

The Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Please note that you may be required to pay a fee for the Promote IQ Service Platform.

MISCELLANEOUS

Spotfront may terminate or suspend access to the Site immediately, without prior notice or liability, if you breach this Agreement or for any other reason.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Spotfront shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Spotfront’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Spotfront’s prior written consent. Spotfront may transfer, assign or delegate this Agreement and any or all of its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of Washington, without regard to the conflict of laws provisions thereof, as if made within Washington between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in King County, Washington. This Agreement is the complete and exclusive statement of the mutual understanding of the parties with respect to the Services and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement; provided, however, that use of the Promote IQ Service Platform shall be subject to a separate Master Services Agreement. In the event of a conflict between this Agreement and, to the extent applicable to User, the Master Services Agreement for the Promote IQ Service Platform, the Master Services Agreement for the Promote IQ Service Platform shall govern. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority to bind Spotfront in any respect whatsoever. Any notice that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to legal@spotfront.com when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to Spotfront, Inc., 584 Broadway Suite 603, New York, NY 10012 Attn: Legal

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Last Updated: July 26, 2019