SpringServe
Terms & Conditions
These OAO SpringServe Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the OAO SpringServe Addendum (the “Addendum”), Company’s use of the SpringServe Services (as hereinafter defined). Capitalized terms used herein and not otherwise defined in these Terms shall have the meanings ascribed to them in the Addendum.
Services. The services being provided by SpringServe (the “SpringServe Services”) are being used by Company in connection with the management and sale of inventory on Company’s video ad serving system and include use of SpringServe’s Platform and related technology (the “Platform”), which Platform consists of SpringServe’s Video Ad Server, Private Marketplace to buy and sell video inventory, analytics, delivery systems, reporting, user interface and other software utilized in support of the Services. SpringServe’s Video Ad Server tracks the number of digital video advertisement ("DVA") impressions that occur based on the display of DVAs to human users. Company acknowledges and understands that in the performance of the SpringServe Services, SpringServe has the right to use third parties, including freelancers and consultants, and all references to SpringServe shall be deemed to include such third parties.
Direct Connect. Company’s participation in SpringServe Direct Connect is subject to SpringServe’s approval. Company is solely responsible for the acceptance of any Direct Connect partner connections made through the SpringServe account if Company supplies the partner. Company can elect to have SpringServe clear Direct Connect activity or Company can clear Direct Connect activity with a Direct Connect partner for partners supplied by Company. If Company elects to clear directly with such partner, Company must clear both buy-side activity and sell-side activity with the specific partner.
Responsibility for Fees for Services. Company is responsible for all fees for services until Company is no longer serving impressions through use of the SpringServe Services, whether or not the Services Agreement has been terminated.
Company Obligations. Company acknowledges and understands that OAO and SpringServe (i) may be members of and/or adhere to the self-regulatory principles (“SRPs”) of the Network Advertising Initiative, Digital Advertising Alliance, European Interactive Digital Advertising Alliance and other organizations performing similar functions, and (ii) are subject to all applicable laws relating to the privacy rights of end users, including, without limitation, the European Union General Data Protection Regulation and the California Consumer Privacy Act. Company represents and warrants that Company will at all times be in compliance with all applicable Privacy Requirements (as hereinafter defined). For purposes hereof, “Privacy Requirements” shall mean all applicable SRPs, laws, governmental regulations and court or government agency orders, decrees and policies relating to privacy rights, including but not limited to GDPR and CCPA laws and regulations, or the delivery of marketing and advertising communications, written agreements between OAO and/or a third party with non-governmental certification or self-regulatory bodies, the third party’s posted privacy policy and, for any mobile applications, the terms of service for the applicable mobile operating system.
Company shall not use the SpringServe Services for any promotional or marketing activities to violate the intellectual property rights of any third party, or in violation of any statute, ordinance, regulation, directive or policy.
Company shall not reverse engineer any of the SpringServe Services or the Platform or any components thereof, or disassemble, decompile, or otherwise apply any procedure or process to same in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code for same or other software provided or made available for use and/or access pursuant to the Addendum or these Terms, or any algorithm, process, procedure or trade secret information contained in same or any software provided by SpringServe.
Breach. If Company breaches the obligations set forth in the Addendum or these Terms, OAO and SpringServe shall have the right to immediately suspend or terminate Company’s use of the SpringServe Services and Platform. If the SpringServe Services are terminated due to a breach by Company, in addition to any other remedies available to OAO under the Services Agreement or at law or in equity, Company is required to promptly pay (i.e. within thirty (30) days of its receipt of written notice (by email, regular mail or overnight courier) from OAO), any past due monies owed to OAO pursuant to the Services Agreement and the Addendum, and must promptly remove all tagging and coding from Company’s ad serving system which utilize the SpringServe Services, including the Platform.
Confidentiality. The SpringServe Services (including, without limitation, the Platform) shall constitute Confidential Information for purposes of the Services Agreement.
Indemnity. In addition to the indemnities set forth in the Services Agreement, Company shall, at its expense, defend, indemnify and hold harmless OAO and its members, officers, directors, employees and agents (collectively, the “Indemnitees”), against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, settlement costs and reasonable attorneys' fees) arising out of any claim brought against any one or more of the Indemnitees by any third party arising from any use of the SpringServe Services including, without limitation, the Platform, by Company or its authorized representatives, which use is in violation of the obligations of Company pursuant to the Services Agreement, the Addendum or these Terms, or used in a manner not prescribed in writing by OAO. Company shall pay damages actually awarded or paid in connection therewith, including the reasonable fees and expenses of the attorneys engaged by the Indemnitees for such defense; provided that: (a) OAO shall promptly notify Company of such claim, (b) Company shall have the sole and exclusive authority to defend any such claim, (c) Company is allowed to control any settlement negotiations and solely determine any amount to be paid in settlement of any claim, provided that (i) the Indemnitees’ written consent shall be required prior to any settlement beyond payment of money damages (e.g., admission of liability, promises about restraints on future behavior by Company, etc.) and (ii) Company obtains an unconditional release of the Indemnitiees, and (d) OAO reasonably cooperates with Company in connection therewith. Notwithstanding the foregoing, the failure by OAO to notify Company will not relieve Company of any liability that Company may have, except to the extent that Company demonstrates actual damage caused by such failure.
Disclaimer. Disclaimer AND LIMITATION OF LIABILITY: THE SPRINGSERVE SERVICES ARE PROVIDED “AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER OAO NOR ANY THIRD PARTY MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT USE OF, ACCESS TO OR OPERATION OF THE SPRINGSERVE SERVICES OR TH PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, AND THAT DATA TRANSMITTED USING THE SPRINGSERVE SERVICES AND PLATFORM WILL NOT BE IRRETRIEVABLY LOST. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OAO OR ANY THIRD PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE ADDENDUM OR THESE TERMS, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), EVEN IF OAO OR SUCH THIRD PARTY OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER OAO NOR SPRINGSERVE ARE RESPONSIBLE FOR ANY CONTENT INSIDE ANY ADS SERVED. NEITHER OAO NOR SPRINGSERVE MAKES ANY REPRESENTATION OR WARRANTY REGARDING THE RESULTS COMPANY WILL OBTAIN BY USING THE SPRINGSERVE SERVICES OR THE PLATFORM. IN NO CASE SHALL OAO’S MAXIMUM LIABILITY ARISING OUT OF THE ADDENDUM OR THESE TERMS, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED IN THE AGGREGATE, THE SUM OF THE AMOUNTS PAID TO SPRINGSERVE IN THE MOST RECENT TWELVE (12) MONTHS WITH RESPECT TO COMPANY’S USE OF THE SPRINGSERVE SERVICES TO WHICH THE CLAIM RELATES.
Termination of Services. Company understands and acknowledges that any or all of the SpringServe Services may be terminated by OAO or SpringServe at any time.
Payments. Payments to Company by OAO in connection with the SpringServe Services will be issued on the later of a NET 90 basis or approximately ten (10) business days after OAO receives payment from SpringServe and all other applicable third party payers (collectively) for the applicable time period, unless a longer payment period is specified in the Services Agreement (including any other addendum or exhibit thereto), in which event the longer payment period shall control. Payments due to OAO from revenues, if any, collected by Company shall be paid to OAO NET 30 from the day payment is received by Company. In the event Company owes OAO any fees for SpringServe Services provided hereunder or any amounts under the Addendum or Services Agreement, OAO shall be entitled to offset payments due Company against such fees and other amounts as may be due OAO. OAO shall not have any liability to Company in the event OAO is unable to collect revenues due from SpringServe or another third party nor shall OAO be required to institute any legal proceedings to collect such revenues.
Last Updated: July 31, 2020