Please read these Terms and Conditions carefully before any Use of the Products. Your
Use constitutes an unconditional agreement to be bound by these Terms and
Conditions. If you do not accept the terms of service, you are prohibited from using
This Agreement sets forth the terms and conditions under which Licensor provides and
license the REX RTB platform to Licensee.
1. Grant of License
1.1 Licensor here grants and Licensee accepts, a non-transferable, non-exclusive, non-transferable, revocable and worldwide license (“License”) to access to use the Platform under the price, terms, and conditions specified in this Agreement.
1.2 Any rights not expressly granted herein shall be reserved for Licensor.
1.3 Licensee shall not distribute, sell, sublicense, reproduce, publish, display,
perform or create derivatives of REX RTB platform. Licensee shall refrain from
copying, displaying, modifying, selling, editing, deleting REX RTB or any other
Licensor’s intellectual property.
1.4 Licensor shall not be responsible for delay, downtime, interference caused by any external additions or modifications created by Licensee.
2. Collection and Use of Information and Data
2.1 Licensor may collect certain data, including, without limitation, various identities, counts and characteristics of placements (including the content therein) and advertisements (including the content therein). REX RTB uses such an information and has the right to use and share with third parties certain aggregate advertising information (data aggregated with other users’ information) that is not identifiable of any particular user of the Platform. REX RTB will not share with any third party any of Licensee’s advertising data that is specific to Licensee, or identifiable of Licensee, without first receiving Licensee’s prior approval.
2.2 Licensee may only use any data, statistics, and other information derived from using or analyzing REX RTB’s products and services (e.g., any IO terms, information or data about placements or advertisements or their performance, any pricing information, or any information regarding any user of REX RTB’s products and services in connection with the use of REX RTB’s products and services, including any advertising campaign-planning purposes. All Other Data is the Confidential Information of REX RTB and/or the party that provided the information. Licensee may not disclose any of it to any third party, except on a confidential basis to an employee, agent, client, or partner who has a legitimate need to know to enable Licensee to perform under the agreement, and who is subject to these non-disclosures and use restrictions.
2.3 Licensee shall not disclose any business, technical, or financial information of Licensor nor copy or utilize other than in conjunction with the purposes of the agreement or the provision of maintenance and support hereunder, any information, trade or professional secrets of Licensor.
3. Term and Termination
3.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth below, continue for a period of one (1) year (the Initial Term). Thereafter, this Agreement shall automatically renew for consecutive one (1) year terms (each a Renewal Term), unless written termination notice is provided by either Party to the other at least 45 (forty-five) days prior to the expiration date of the Initial Term or the applicable Renewal Term, in which case the Agreement will expire on said expiration date. As used herein, “Term” means the Initial Term plus any Renewal Term(s).
3.2 Termination. This Agreement may be terminated at any time prior to the Effective Date by mutual written consent of the Parties;
3.3 Licensee hereby agrees that Licensor may terminate this Agreement upon prior forty-five (45) days written notice to the Client for any reason and without any liability to Licensor whatsoever;
3.4 Licensee may terminate this Agreement upon forty-five (45) day prior written notice without cause, provided that Licensee shall pay all outstanding invoices issued under this Agreement immediately as well as a final payment for the period ending on the date of termination;
4. Limited Warranty
4.1 Licensee agrees that no illegal or fraudulent activity, no adult, violent, and other offensive advertising ads and websites are allowed in the REX RTB system.
4.2 Licensor doesn’t take any responsibility for a third party advertising content.
4.3 The warranties set forth in this agreement are in lieu of all other representations and warranties, express or implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensor does not warrant that the functionality of the REX RTB Platform will meet Licensee’s requirements, nor that the Platform will run uninterrupted or error free. Licensor is not responsible for the results of Licensee’s use of the Platform or for any action taken by Licensee or third parties on the basis thereof.
5. Limitation of Liability
5.1 THE MAXIMUM AGGREGATE LIABILITY OF LICENSOR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, DISTRIBUTORS, AND RE-SELLERS, UNDER THIS LICENSE FOR ALL LOSES, DAMAGES, EXPENSES, OR INJURIES, WHETHER UNDER CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE, AND STRICT LIABILITY), BY STATUTE, OTHER LEGAL THEORY, OR OTHERWISE, HOWSOEVER ARISING, SHALL BE LIMITED TO THE ROYALTIES PAID BY LICENSEE HEREUNDER, REGARDLESS OF A BREACH OF ANY FUNDAMENTAL TERM OR A FINDING THAT THE REMEDIES PROVIDED HEREIN FAILD WITH RESPECT TO THEIR ESSENTIAL PURPOSE. NO ACTION OR PROCEEDING RELATING TO THIS LICENCE MAY BE COMMENCED BY LICENSEE MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION ARISES.
5.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY FOR: (1) ANY AMOUNTS REPRESENTING LOSS OR REVENUES HOWSOEVER ARISING; (2) SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME; (3) DAMAGES OR EXPENCES ARISING FROM CHANGES IN OPERATING CHARACTERISTICS OF HARDWARE OR SOFTWARE WHICH ARE MADE AFTER THE RELEASE OF THE REXRTB PLATFORM; OR (4) DAMAGES ARISING FROM THE USE OF SOFTWARE WITH OTHER SOFTWARE. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR IN RESPECT OF ALL CLAIMS OR DAMAGES EXCLUDED HEREUNDER.
5.3 LICENSEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL LOSES, COSTS, EXPENSES, CLAIMS, OR DAMAGES ARISING OUT OF ANY CLAIM, SUIT, ACTION, OR JUDGEMENT BROUGHT AGAINST LICENSOR BY A THIRD PARTY AS A RESULT OF THE USE BY LICENSEE THE REXRTB PLATFORM, THE PERFORMANCE, NON-PERFORMANCE, OR IMPROPER PERFORMANCE OF THE REXRTB PLATFORM.
6. Setup and Demo
REX RTB will provide the following services:
6.1 Demo of REX RTB Platform via Skype.
6.2 Access to REX RTB (URL, login, and password).
6.3 OpenRTB documentation and the examples of requests.