OAO Alpha Platform
Terms & Conditions
OAO has elected to utilize services and technology provided to OAO by FatTail, Inc. (the “FatTail Services”) as the OAO Alpha Platform to be used in conjunction with the OAO Alpha Services for the purpose of planning, organizing, targeting, delivering, scheduling, managing, optimizing, reporting and tracking internet advertising on web sites, video players, e-mail, mobile sites, mobile applications and other electronic devices and media (collectively, the “Sites” and individually, a “Site”) in accordance with the terms set forth herein (the “OAO Alpha Platform Services”).
FatTail Product. Company acknowledges and understands that OAO is purchasing the FatTail Services from FatTail and has no control over the performance of the FatTail Services or any component thereof. The FatTail Services are provided on an “as-is” and “as available” basis. Accordingly, OAO makes no warranty, express or implied, with respect to the FatTail Services and all warranties, whether express or implied, are hereby disclaimed, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement, and in no event will OAO, or its members, employees, officers, or affiliates be liable for any special, incidental, indirect or consequential damages or damages for lost profits, whether based on breach of contract, tort (including negligence), product liability, or otherwise, and regardless of whether such party has been advised of the possibility of such damages or whether any remedy set forth herein fails of its essential purpose.
Company Obligations.
Company shall have a non-exclusive, nontransferable, limited and revocable license (without the right to sublicense) to use the FatTail Services on the FatTail web site solely to conduct business and for Company’s own internal business purposes. Company shall not have any right or power to bind FatTail or OAO to any obligation or commitment and shall not make any representations or warranties about the FatTail Services or on behalf of FatTail or OAO. Company will not permit any person or entity under Company’s direct or indirect supervision or control, to (1) use the FatTail web site or the FatTail Services in any manner which is not contemplated expressly under these terms and conditions (2) use the FatTail web site or the FatTail Services for any other purpose. Company shall not grant any third party unauthorized access to the FatTail Services. Company agrees that it will only allow access to the FatTail Services by employees who are authorized by Company and Company assumes full responsibility for any use of the FatTail Services by any of Company's employees, whether or not such parties are actually authorized by Company to use the FatTail Services, and for ensuring that all such users abide by and comply with this Exhibit and any regulations, rule or information posted on the FatTail web site or any related documentation. Company further agrees that it shall not access or use the FatTail Services by means of any automated program, expert system, electronic agent, or "bot."
Company shall not, and shall not assist or knowingly permit any third party to (i) use the FatTail Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (b) use the FatTail Services to store or transmit malicious code; (c) interfere with or disrupt the integrity or performance of the FatTail Services or any third-party data contained therein; (d) attempt to gain unauthorized access to the FatTail Services or any related systems or networks; (e) permit direct or indirect access to or use of the FatTail Services in a way that circumvents a contractual usage limit; (f) copy the FatTail Services or any part, feature, function or user interface thereof; (g) misappropriate any part of the FatTail Services or modify, reverse engineer, disassemble, decompile, copy, reproduce or create derivative works from or in respect of the FatTail Services or any part thereof; (h) use the Services for any commercial use or purpose except as expressly permitted by OAO in writing; (i) use the Services for any illegal purpose, or in violation of any local, state, national or international law, including, without limitation, laws governing export controls, intellectual property and other property rights, and data protection and privacy; (j) set a cookie, or alter or delete a cookie set on a FatTail domain; (k) knowingly breach any FatTail security measure.
If the FatTail Services are terminated by OAO due to a breach by Company, in addition to any other remedies available to OAO under the Agreement or at law or in equity, Company must promptly remove all FatTail tagging and coding from Sites which utilize the FatTail Services.
Company retains all right, title and interest in and to any data that is provided by Company to FatTail and that is stored in and used by FatTail on the FatTail web site (“Company Data”) in connection with the provision of the FatTail Services. Storage of Company Data may be made by manual or automated electronic entry. Company Data shall not include any of FatTail’s trademarks or other items supplied by FatTail and all intellectual property rights associated with the FatTail Services and web site.
Company’s use of the FatTail Services shall at all times be in compliance with all applicable privacy laws and regulations. Company also understands and acknowledges that Company may, from time to time, in connection with Company’s direct access to the FatTail Services, be required to accept via a click-to-accept or other similar means of consent, FatTail forms and agreements including, without limitation, FatTail’s standard license agreement. Company’s failure to accept such forms or agreements may result in Company’s inability to access and use the FatTail Services.
If Company breaches any of the obligations set forth in this Section 6, then OAO shall have the right to immediately suspend or terminate Company’s use of the FatTail Services.
Confidentiality. The FatTail Services shall constitute, to the extent applicable, Confidential Information for purposes of the Services Agreement. Company shall not use the FatTail name or logo in general marketing materials relating to the FatTail Services without the express written approval of OAO and FatTail.
Indemnity. Company shall, at its expense, defend and hold harmless OAO and its members, officers, directors, employees and agents (collectively, the “Indemnitees”), against any and all claims directly or indirectly brought against the Indemnitees by any third party (including, without limitation, FatTail) arising from any use of the FatTail Services by Company or its authorized representatives, which use is in violation of the obligations of Company pursuant to this Exhibit or in a manner not prescribed by OAO in regards to this Exhibit. 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 and/or settle any such claim, provided that any settlement intended to bind the Indemnitees shall not be final without the Indemnitees’ written consent, which shall not be unreasonably withheld, and (c) OAO reasonably cooperates with Company in connection therewith.
Assignment. OAO retains the right to assign the right to provide the FatTail Services directly to FatTail or to any entity that acquires the assets or business of OAO, without Company’s consent.
Termination of FatTail Services. Company understands and acknowledges that any or all of the FatTail Services may be terminated by FatTail at any time upon reasonable prior written notice to OAO. Upon receipt of any such notice, OAO will promptly notify Company thereof.
Last Updated: November 12, 2024