TStack Inc, hereinafter referred to as “TrustedStack”, 442 Fifth Avenue, #2707, New York, NY 10018 (“TrustedStack”) is pleased to provide the Service to You (or “Publisher”) according to the following terms and conditions (the “Terms of Service” or “TOS”). TrustedStack and Publisher are each from time to time referred to herein as “Party.”
Please carefully read this TOS and be sure you understand it before you access or use the service. If you have any questions or concerns regarding this TOS, please email us a [email protected]
By accessing and/or using the service and/or by executing the insertion order, you accept the TOS, including any amendments that we may implement from time to time. The TOS will become a legal and enforceable contract between us and you (either as an individual or an entity). If you do not agree to these provisions, then do not access or use the service.
1. DEFINITIONS:
“Ad(s)” means any advertisement, including a display ad, Native Ad, video ad, paid search, hyperlink, keyword, related term and/or other similar type of advertisement, including all variations that TrustedStack might test from time to time including, but not limited to variations in font, background color, image, and layout.
“API(s)” means the application programming interface(s) that TrustedStack makes available in connection with the Services.
“Applicable Law(s)” means all applicable laws, rules, regulations, governmental permits, or other binding determinations of any governmental authorities or other authorities having force of law (including but not limited to courts).
“Bidding Platform” means TrustedStack’s proprietary real-time bidding service that enables the purchase, in real-time, of Inventory for the purpose of displaying Ads on the Sites.
“Company Revenue” means the revenue received from TrustedStack Marketplace Buyers for Inventory purchased through the Bidding Platform.
“Inventory” means the advertising space or slot available on the Sites.
“Inventory Policy” means TrustedStack’s Inventory policy available at
(https://trustedstack.com/inventorypolicies)
“TrustedStack Marketplace Buyer(s)” means TrustedStack’s demand through connected DSPs, search and display demand, Yahoo! Gemini demand, contextual demand, and any other similar demand that is sourced by TrustedStack for the Sites.
“Native Ad(s)” means an Ad that is harmonious with the surrounding content.
The “Services” means those services described in Section 2.
The “Site(s)” means any website, webpage video, mobile applications and other digital properties that are owned, operated, or controlled by Company, or on which Company has a contractual right to serve Ads, to the extent identified to TrustedStack.
“Tag(s)” means service tags related to the Bidding Platform provided by TrustedStack as part of the Services.
“User(s)” means any web or mobile or app end user that is served ad (s)
2. SITE ELIGIBILITY AND APPROVAL; ACCOUNTS
By using the Program, you confirm that you are of legal age to enter into a binding contract and are not prohibited by law from joining the Program in your jurisdiction. You also agree to: (a) provide accurate and complete information about yourself as requested in the Program’s registration form (referred to as “Registration Data”), and (b) keep the Registration Data up to date. If you provide false, incomplete, or outdated information, or if TrustedStack has reasonable grounds to suspect the accuracy or completeness of the information provided, TrustedStack has the right to suspend or terminate your account and refuse present or future use of the Program (or any part of it).
Once your registration is approved for our Program, you will receive a password and an account designation. It is your responsibility to keep your password and account confidential and to take full responsibility for all activities that occur under your password or account. You agree to: (a) immediately inform TrustedStack of any unauthorized use of your password or account or any other security breaches, and (b) ensure that you log out of your account at the end of each session. TrustedStack is not liable for any losses or damages arising from your failure to comply with this Section 2.
Prior to placing Ads on any Sites, we must approve each Site. We reserve the right, at our sole discretion, to deny, reject, or withdraw your participation, or the inclusion of any Site, in the Program at any time. To be eligible to participate, your Publisher Properties and Network Properties must always comply with the Publisher Guidelines available at https://trustedstack.com/inventorypolicies during the Agreement. These guidelines are subject to change at TrustedStack’s sole discretion. Additionally, you grant TrustedStack the right to access, index, and cache Publisher Properties, Network Properties, or any part of them using automated means such as web spiders or crawlers.
Multiple accounts owned by the same individual or entity may be terminated immediately, unless expressly authorized in writing by TrustedStack.
If you or any of your Affiliates have ever been suspended and/or terminated by a monetization provider for reasons such as invalid traffic, spam, fraud, compliance issues, or breaching terms, you must inform the TrustedStack Compliance team at [email protected] before directing any traffic to TrustedStack. Failure to do so, if brought to TrustedStack’s attention, gives TrustedStack the right to suspend your account, withhold any payments due to you, and/or recover any funds already paid.
For each Site accepted into the Program, you agree to publish and comply with a clearly labelled and easily accessible privacy policy that is legally adequate. This policy must provide end users with clear and comprehensive information about any user data collected by you, including how that information is used and shared with third parties. The privacy policy must also disclose that third parties may use cookies and similar technologies to gather information about user online behaviour.
3. SERVICE:
This TOS governs TrustedStack’s proprietary platform (including, but not limited to, the technology, dashboard, and interface) for the purchase and sale of Advertising Inventory, which You may use to monetize Users (“the Service”).
4. LICENCES & REGISTRATION:
Subject to the terms and conditions set forth herein, TrustedStack grants to You a limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service. Aside from the license granted immediately above, TrustedStack does not grant You any other license, express or implied. TrustedStack retains all right, title, and interest in and to the Service and any data and/or materials created, developed, or provided by TrustedStack in connection with this TOS, including all intellectual property rights related to each of the foregoing. TrustedStack may, at any time and for any reason, suspend the functionality of the Service. TrustedStack reserves all rights not expressly granted hereunder.
5. REPRESENTATIONS & WARRANTIES:
5.1. Your use of the Service shall at all times accord with the Specifications and such other instructions as may be communicated by TrustedStack to You from time to time. You agree to comply with all laws, rules and regulations and the Self-Regulatory Principles, applicable to activities related to this this TOS.
5.2. By accessing and using the Service, You agree not to provide (directly or indirectly) Advertising Inventory that involves, facilitates, advocates, promotes or otherwise meets one or more of the following criteria:
5.2.1. Introduces viruses or other malware into the Service, systems, or end users.
5.2.2. Infringes, violates, or misappropriates any intellectual property or other rights.
5.2.3. Contains, promotes, or has links to any sexually explicit material, obscene language, hate material, defamatory material, libel, defamation, or material promoting sedition, illegal gambling, illegal substances, violence, the use of firearms, illegal activities, or discrimination based on race, ethnicity, gender, sex, religion, nationality, disability, sexual orientation, age, or family status.
5.2.4. Contains copyrighted materials for download, sale or otherwise, without the permission of the copyright owner or otherwise in violation of copyright law, or that induces infringement or misappropriation of a copyright, trademark, trade secret or patent of another party.
5.2.5. Contains, aggregates, or distributes user-generated content, personal homepages, or “free” web pages, unless previously agreed to in writing.
5.2.6. Is intended for the sole purpose of garnering ad impressions, without providing any material content or service to users; or
5.2.7. Causes interference with user navigation (e.g. preventing a user from leaving a page, by popping dialogs, pop-ups, new windows, etc.)
5.3. To the extent You provide any information regarding devices or users to TrustedStack or permit TrustedStack to collect such information, You agree to share it, pass it and/or provide it to TrustedStack in compliance with all applicable laws and regulations and with all necessary rights, consents, and policies.
5.4. Where You collect Personal Data as Controller (as both terms, Personal Data and Controller, are defined under the General Data Protection Regulation (“GDPR”)), You will ensure that each Publisher Website is compliant with all GDPR regulations and, in particular, obtain all legally sufficient consent from Your users
5.5. Except as expressly permitted by TrustedStack, You will not, and will not knowingly allow any third party to (i) reproduce or duplicate the Service; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service; (iii) modify, translate, or create derivative works based on the Service; (iv) rent, lease, distribute, resell, pledge, or otherwise encumber rights to the Service; (v) remove or otherwise alter any proprietary notices or labels from the Service; (vi) interfere with or disrupt the Service or any part thereof, or create an undue burden on the Service; (vii) generate queries, impressions of or clicks on ads through any automated, deceptive, fraudulent or other invalid means (including click spam, robots, macro programs, and Internet agents); or (viii) encourage or require end users to click on ads through offering incentives or any other methods.
6. FEES; PAYMENT:
6.1. TrustedStack shall pay to Publisher the cumulative price of Advertising Inventory purchased (following a successful bid) and delivered by TrustedStack on the Publisher Website(s) by TrustedStack Buyers (“TrustedStack Demand Fees”). TrustedStack shall pay all fees, as determined by TrustedStack, in U.S. Dollars. Except as stated otherwise herein, all payments for the Service will be based upon TrustedStack’s measurements, which shall be deemed controlling. All fees owed for the Service are exclusive of all sales, use, excise, and other taxes, which may be levied upon TrustedStack or You in connection with such fees, except for taxes based on income. If the total amount of any fees accrued for a given month is less than One Hundred Dollars ($100), payment will be deferred until the month in which the cumulative balance owed exceeds that amount, or until the Service is terminated in accordance with the TOS.
6.2. All fees and payment shall be made on a monthly invoice basis within seventy-five (75) days of the applicable month, provided that TrustedStack receives payment from TrustedStack Buyers. Payment of TrustedStack Demand Fees may be offset against any Publisher Demand Fees, CPM Fees and/or other fees allowable under this TOS and/or any addendum.
6.3. TrustedStack shall provide to You access to any data and reports (including real-time access to any data and reports on third-party platforms) necessary to calculate the fees owed under the TOS.
6.4. TrustedStack reserves the right to adjust payments in the event of non-payment from its partners. Notwithstanding the remainder of this TOS, TrustedStack will have no obligation to make payments for any amounts (i) for which TrustedStack has not received a corresponding payment from a TrustedStack Buyer (provided that TrustedStack has made a commercially reasonable effort to collect said payment on a timely basis); or (ii) that TrustedStack, at its sole discretion, deems to have been generated from a breach of the representations or warranties in this TOS.
6.5. Late payments from You will be subject to an additional fee at the rate of one and half percent (1.5%) interest per month, or the maximum rate allowed by law, whichever is lesser.
7. TERM; TERMINATION
TrustedStack in its sole discretion, may terminate your account and suspend all ad serving or any portion thereof at any time for a violation of the Inventory Policy guidelines available at (https://trustedstack.com/inventorypolicies/) or the terms of this Agreement or for any other reason that we believe may adversely affect our advertisers, Advertising Partners or the integrity of our network.
8. DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS TOS, TrustedStack HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICE OR THE THIRD-PARTY TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. TrustedStack, INCLUDING ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS. TrustedStack IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS. TrustedStack DOES NOT WARRANT THE RESULTS OF YOUR USE OF THE SERVICE. IN ADDITION, AND WITHOUT LIMITING THE FOREGOING, TrustedStack DISCLAIMS ALL LIABILITY, DAMAGES, OR LOSSES RESULTING FROM ADS SOURCED FROM TrustedStack BUYERS.
9. INDEMNIFICATION
Notwithstanding any other indemnity agreements provided herein, You shall indemnify, defend, and hold TrustedStack and its directors, officers, employees and representatives harmless from and against any claims, actions, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claims brought against TrustedStack with respect to Your use of the Service or Publisher Websites (an “Indemnification Claim”). TrustedStack shall have sole control of the defense and/or settlement of any Indemnification Claim. You shall provide all reasonable assistance, information and authority reasonably required for the defense and/or settlement of an Indemnification Claim.
10. LIMITATIONS OF LIABILITY
IN NO EVENT WILL TrustedStack BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES RELATING TO LOST DATA AND/OR LOST PROFITS, ARISING FROM OR RELATING TO THIS TOS. TrustedStack’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TOS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY TrustedStack UNDER THIS TOS IN THE TWELVE (12) MONTHS PRECEDING THE CIRCUMSTANCES THAT GAVE RISE TO THE CLAIM AT ISSUE. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS AMOUNT. THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS TOS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11. CONFIDENTIALITY
11.1. Confidential Information. “Confidential Information” means any and all information that is disclosed by TrustedStack to You, either directly or indirectly, in writing, orally or by inspection of tangible objects, which if disclosed in writing or tangible form is marked as “Confidential,” or with some similar designation, or if disclosed orally, is identified as being proprietary and/or confidential at the time of disclosure, or under the circumstances and nature of the information should reasonably deemed to be confidential. Without limiting the foregoing and regardless of whether identified as being proprietary and/or confidential, Confidential Information includes all documentation and technical materials relating to the Service.
11.2. Use and Disclosure Restrictions. You shall not use TrustedStack’s Confidential Information except as necessary to exercise Your rights or perform Your obligations under this TOS. You shall not disclose TrustedStack’s Confidential Information to any third party except to those of Your employees, subcontractors, and advisors that need to know such Confidential Information for the purposes of this TOS; provided that each such employee and subcontractor is subject to confidentiality obligations that are at least as protective of Confidential Information as those set forth herein. You will use all reasonable efforts to maintain the confidentiality of TrustedStack’s Confidential Information in Your possession or control, but in no event less than the efforts You ordinarily use with respect to Your own proprietary information of similar nature and importance. The foregoing obligations will not restrict You from disclosing Confidential Information of TrustedStack (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that You give reasonable notice to TrustedStack to contest such order or requirement, if possible; or (ii) on an as-needed, confidential basis to Your legal or financial advisors
11.3. Exceptions. The foregoing obligations will not apply to any information that (i) is or becomes generally known to the public through no fault of or breach of this TOS by You; (ii) is rightfully known by You at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by You without use of TrustedStack’s Confidential Information; or (iv) You rightfully obtain from a third party without an obligation of confidentiality.
12. MISCELLANEOUS
12.1. No Assignment. You may not assign or transfer any of Your rights or obligations under this TOS without the prior written consent of TrustedStack.
12.2. No Publicity. You may not issue any press release regarding Your use of the Service or use TrustedStack’s name and/or logo in any public materials without the prior written consent of TrustedStack.
12.3. No Waiver. No failure or delay by TrustedStack in exercising any right or remedy under this TOS shall operate or be deemed as a waiver of any such right or remedy.
12.4. Governing Law; Forum Selection. This TOS shall be governed by and construed under the laws of the State of New York, without regard to conflicts or choice of law principles. Except as otherwise noted, all claims arising out of or relating to this TOS shall be resolved by arbitration in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Any such arbitration shall be conducted in the State of New York, or in such other place as may be mutually agreed between TrustedStack and You and shall be heard by a panel of one arbitrator mutually acceptable to TrustedStack and You or, if TrustedStack and You are unable to agree on an arbitrator, an arbitrator appointed in accordance with the rules of JAMS. The decisions and awards of an arbitrator regarding any dispute shall be (i) final and valid, non-appealable, and binding upon TrustedStack and You, and (ii) enforceable in any court of competent jurisdiction. In the event of any dispute arising under, in connection, or with respect to this TOS is resolved by arbitration, the prevailing party shall be entitled to recover from the non-prevailing party the fees, costs and expenses (including, but not limited to, the reasonable fees and expenses of counsel) incurred by the prevailing party in connection with, or as a result of, such dispute. In addition, the non-prevailing party shall pay the fees and expenses of the arbitrator.
12.5. Complete Understanding; Severability. This TOS, including any duly executed addenda that are specifically incorporated by reference, constitutes the final and complete agreement between TrustedStack and You regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between TrustedStack and You, whether oral or written. If any provision of this TOS is found invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be amended to achieve as nearly as possible the original intentions of TrustedStack, and the remainder of this TOS shall remain in full force and effect.
12.6. Notices. All notices required under this TOS must be in writing and shall be effective upon (i) actual delivery to the other party, if delivered in person, or by facsimile, or by national overnight courier; or (ii) five (5) business days after being mailed to the other party via U.S. postal service, postage prepaid. All notices shall be sent to the address stated in this TOS or at such other address as either party may provide by advance written notice.
CONTACT US
If you have any questions about this, or wish to review, please contact us by email or postal mail as follows:
TrustedStack
442 Fifth Avenue, #2707,
New York, NY 10018
Email: [email protected]