“Unmatched Solutions Data” means data that is owned or licensed by Unmatched Solutions, and made available through the Platform.
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that:
“Customer’s Data” means data that Customer provides to Unmatched Solutions that Customer owns or has acquired the right to use, and that is stored on the Platform.
“Media and Data Costs” means the cost of all media and data purchased by the Customer in a given period.
“Platform” means the platforms used by Unmatched Solutions for the purpose of buying advertising media across multiple exchanges and supply side platforms.
“PII” means personally identifiable information (that is, information that can be used to identify or locate a natural person, including without limitation, name, address, telephone number, e-mail address, and social security number). “PII” does not include a user’s IP address.
The amounts payable to Unmatched Solutions are exclusive of any sales, use, excise, value added, import, business, service, goods and services, consumption, withholding, or other applicable taxes, tariffs or duties (collectively referred to as “Taxes”). The Customer is solely responsible for payment of all Taxes, except for any taxes based solely on Unmatched Solutions’ net income. If the Customer is required to pay any Taxes, it shall do so without any reduction or offset in the amounts payable to Unmatched Solutions hereunder. If Unmatched Solutions has the legal obligation to pay or collect Taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer.
comply with all applicable laws and regulations (including, but not limited to, laws, rules or regulations relating to advertising, privacy or the use of PII).
Unmatched Solutions may reject, remove or refuse to serve, any advertisements that do not comply with Unmatched Solutions’ policies, or the policies of its various ad inventory partners.
Unmatched Solutions may immediately suspend any campaign if Unmatched Solutions reasonably determines that the Customer is not materially complying with this agreement, or the Customer is acting in a manner that could cause damage to Unmatched Solutions’ business or reputation, or otherwise reflect unfavorably upon Unmatched Solutions, its affiliates, or its ad inventory partners. Unmatched Solutions shall notify the Customer in writing, promptly following any such suspension taking effect.
The Customer hereby acknowledges that use of the Platform, and Unmatched Solutions’ ability to provide the services offered through the Platform, is subject to the policies of its ad inventory partners, and that such policies may change over time and without notice. Changes to such policies may dramatically impact the Customer’s ability to purchase ad inventory.
Unmatched Solutions may, in its sole discretion, permit the Customer to utilize ad tags for the purposes of purchasing available ad inventory. Unmatched Solutions reserves the right to revoke the Customer’s ad tag access at any time. Unmatched Solutions shall promptly notify the Customer in such event.
As between Customer and Unmatched Solutions, unless otherwise expressly agreed, Customer will own and have all rights to Customer’s Data and Unmatched Solutions will own and have all rights to Unmatched Solutions Data.
Customer grants Unmatched Solutions the non-exclusive right to use Customer’s Data for purposes of managing Customer’s buying activities on the Platform
At the Customer’s request following termination of this agreement, Unmatched Solutions shall promptly delete any Customer Data.
The Customer shall not repurpose or use Unmatched Solutions Data outside the Platform.
Notwithstanding anything to the contrary set forth herein, Unmatched Solutions has the right to use all data or data derived from the transactions hereunder, regardless of who owns such data:
Unmatched Solutions does not grant the Customer any express or implied right or license (such as any right or license under any patents, trademarks, copyrights, or other proprietary or intellectual property rights), other than the rights expressly set forth in this agreement. Unmatched Solutions expressly reserves all other rights.
Unmatched Solutions retains all rights in and to the Platform, including any enhancements.
As between the parties, Unmatched Solutions owns and retains all right, title and interest in and to the Platform, the Unmatched Solutions Data, all other software, databases and other aspects and technologies related to the Platform, any enhancements, modifications or derivative works thereto, any materials made accessible to Customer by Unmatched Solutions through the Platform and all intellectual property and proprietary rights in and to all of the foregoing.
Both the Customer and Unmatched Solutions reserve any rights not expressly granted to the other herein and disclaim all implied licenses, including, without limitation, implied licenses to trademarks, copyrights, trade secrets and patents.
Unmatched Solutions’ measurements will be used for the calculation of any payments owing.
EXCEPT AS OTHERWISE SET OUT HEREIN, UNMATCHED SOLUTIONS PROVIDES IT’S SERVICES TO THE CUSTOMER ON AN ‘AS IS‘ AND ‘ AS AVAILABLE‘ BASIS. EXCEPT AS OTHERWISE SET OUT HEREIN, UNMATCHED SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM, OR ANY INFORMATION, CONTENT OR MATERIALS IT CONTAINS. UNMATCHED SOLUTIONS EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PLATFORM. UNMATCHED SOLUTIONS DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM IS ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, OR FREE OF ERRORS, VIRUSES OR INTERRUPTIONS.
Except for the indemnification obligations contained in this agreement and breaches of confidentiality obligations, neither party, or such party’s respective affiliates or related companies, or any of their respective directors, officers, employees, consultants or agents, will be liable to the other party, for any indirect, incidental, special, exemplary, punitive, or consequential damages, or damages based on lost profits (collectively, a “Loss”) that result from such party’s performance or failure to perform under this agreement. These limitations apply regardless of whether the party liable, or allegedly liable, was advised, had other reason to know, or in fact knew of the possibility of such damages.
Unmatched Solutions shall indemnify, defend and hold harmless the Customer from and against all claims, demands, Loss, costs (including, without limitation, reasonable attorneys’ fees and costs), damages, and actions brought by third parties based on allegations that the Platform infringes upon any intellectual property rights having effect in the United Kingdom. If the Platform becomes, or in Unmatched Solutions’ opinion may become, subject to an infringement claim, Unmatched Solutions may, at its option and at its own expense:
If Unmatched Solutions, in its sole discretion, determines that the above options are not commercially reasonable, Unmatched Solutions may terminate this agreement.
Unmatched Solutions will not be liable for any infringement of intellectual property rights resulting from the Customer’s use of the Platform other than as expressly permitted by this agreement, or as a result of usage in combination with third party products, services, processes or materials.
The Customer shall indemnify, defend and hold harmless Unmatched Solutions from and against all claims, demands, Loss, costs, damages, and actions brought by third parties relating to:
Any party entitled to indemnification under this agreement (“Indemnified Party”) shall provide written notice of any actual or threatened claims as soon as practicable to the other party (“Indemnifying Party”), in order to enable the Indemnifying Party to arrange for and assume control of defense of such claims; provided that any delay in providing such notice does not relieve the Indemnifying Party of its obligations, except to the extent prejudiced by such delay. The Indemnifying Party may assume and control the defense or settlement of any claims; provided that the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the claims where such settlement involves an admission of guilt, negligence or wrongdoing by the Indemnified Party without the prior written consent of the Indemnified Party, which consent may not be unreasonably withheld. The indemnification provided by this agreement does not preclude any other rights to which the Indemnified Party may be entitled.
The Customer shall pay Unmatched Solutions all amounts owing in respect to use of the Platform, irrespective of whether it is paid by its own customers for such. Unmatched Solutions does not accept insertion orders claiming sequential liability in respect to usage of the Platform, and any such provision in a delivered IO is deemed void.
Unmatched Solutions may provide the Customer with credit, or require prepayment in advance. Unmatched Solutions may conduct credit and reference checks (both internally and utilizing 3rd party providers) in order to assess the Customer’s credit-worthiness; the Customer hereby authorized Unmatched Solutions to do so. The advancement of credit is subject to Unmatched Solutions’ Credit Agreement.
With respect to any Confidential Information, the Receiving Party shall:
Interpretation. In this agreement: