PUBLISHER SERVICE AGREEMENT 1.1 - EFFECTIVE 6/07/2017
This Publisher Service Agreement is between you (“You” or “Your”) and PubStream, Inc., a Corporation formed under the laws of the state of Arizona, USA (“PubStream”). This Agreement will govern Your participation in the Service. We may revise this Agreement from time to time. The most current version will always be on this page (or such other page as the Service may indicate). If the revision(s) to this Agreement is material under applicable law we will notify You via posting to our website or email to the email associated with Your account. By continuing to access or use the Service after those revisions become effective, You agree to be bound by the revised Agreement.
BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND THAT YOU ARE DULY AUTHORIZED TO EXECUTE AND BIND THIS AGREEMENT.
In consideration of the foregoing, the parties agree as follows:
Subject to the terms and conditions in this Agreement, You have joined the Service as a Publisher and may use the Service. The Service relies upon third parties to provide data to PubStream. We make no warranties that the data is correct, timely, or otherwise useful. You should NOT rely on the data, data interpretation, and data presentation PubStream makes available to You. You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password. We encourage You to use "strong" passwords (that use a combination of upper and lower case letters, numbers and symbols) with Your account. PubStream will not be liable for any loss or damage arising from Your failure to comply with this instruction.
3. Nonexclusive License
Subject to the terms and conditions of this Agreement, PubStream grants You a limited, revocable, non-exclusive, non-sublicensable license to use the Service on Your website(s). You will not (and You will not allow any third party to) (a) copy, modify, adapt, translate or otherwise create derivative works of the Service or the Documentation; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (c) rent, lease, sell, assign or otherwise transfer rights in or to the use of the Service, the Documentation or the Service; (d) remove any proprietary notices or labels on the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service; or (f) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading Reports. You will comply with all applicable laws and regulations in Your use of and access to the Service. PubStream may, at any time, with or without notice, in its sole discretion, suspend, limit, restrict, condition or deny Your access to or use of all or any part of the Service or any PubStream Offering.
4. Your Responsibilities
You may use the Service for lawful purposes only. Accessing (or attempting to access) the Services by any means other than through the means we provide is strictly prohibited. You specifically agree not to access (or attempt to access) the Service through any automated, unethical or unconventional means. Engaging in any activity that disrupts or interferes with the Service, including the servers and networks on which and to which our Service is located or connected, is strictly prohibited. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Service is strictly prohibited. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any unauthorized activities conducted by You or through the use of Your credentials. In addition to our rights in this Agreement, we may take any legal or self-help action and implement any technical remedies to prevent the violation of this provision and to enforce this Agreement
To the fullest extent permitted by law, You will indemnify, hold harmless and defend PubStream, its wholly owned subsidiaries, and licensees, at Your expense, from any and all third-party claims, actions, proceedings, and suits brought against PubStream or any of its officers, directors, employees, licensees, or agents, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by PubStream or any of its officers, directors, employees, or agents, arising out of or relating to (a) Your breach of any term or condition of this Agreement, (b) Your use of the Service, (c) Your violations of applicable laws, rules or regulations in connection with the Service, (d) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to any Third Party; (e) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (f) violations of Your obligations of privacy to any Third Party; and (g) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. PubStream will provide You with written notice of any claim, suit or action from which You must indemnify PubStream. You will cooperate as fully as reasonably required in the defense of any claim. PubStream reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. PubStream may participate in the defense of all claims as to which it does not assume defense and control, and You shall not settle any such claim without PubStream's prior written consent.
6. Disclaimer of Warranties
Your access to and use of the Service is at Your own risk. You understand and agree that the Service is provided to You on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing PubStream and each of the PubStream related parties and licensees, to the extent permitted by applicable law, hereby disclaims any and all warranties , express or implied, including any warranty as to accuracy, advertiserability, completeness, currentness, security, non-infringement, title, merchantability or fitness for a particular purpose of the Service or any offerings or that Your use of the same will be uninterrupted or error-free or that any ad networks or other data souces will be available or can or will be willing to share data with PubStream. PubStream will not be responsible or liable for any harm to Your computer system, website(s), loss of data, or other harm that results from Your access to or use of the Service. You also agree that PubStream has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Data and other communications maintained by the Service. We make no warranty that the Service will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from PubStream or through the Service, will create any warranty not expressly made herein.
7. Limitation of Liability
To the fullest extent permitted by applicable law, PubStream and its affiliates, officers, employees, agents, partners and licensees will not be liable for any direct, indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, good-will, or other intangible losses, resulting from (a) Your access to or use of or inability to access or use the Service; (b) any conduct or content of any third party on the Service, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; (c) any content obtained from the Service; and (d) unauthorized access, use or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not PubStream has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. PubStream's and its licensees and wholly owned subsidiaries' total cumulative liability to You or any other party for any loss or damages resulting from claims, demands, or actions arising out of or relating to this agreement will not exceed US $500.
8. Changes and Interruptions to the Service
We may from time to time add new services to the Service, substitute a new service or discontinue or suspend the existing Services. PubStream will not be liable to You or any third party for any suspension or discontinuation of any of the Service. We do not and cannot guarantee that the Service will be available to you at all times. We may, for example, perform maintenance on the that requires the Service to be made unavailable. The Service may also be interrupted for other reasons beyond our control, such as interruptions caused by electronic or mechanical equipment or communication lines, telephone or other connectivity problems, network volume, third-party software blocking of email delivery, computer viruses, unauthorized access, theft, or operator errors, PubStream shall not be liable for any interruptions or termination of Service. Your continued use of the Service and/or PubStream’s other offerings shall constitute Your binding and legally enforceable agreement to such change. If You do not wish to accept any such change, then You must terminate Your account and cease using the Service and any associated offerings.
You or PubStream may, at any time, with or without cause, terminate this Agreement and Your participation in the Service or use of any other PubStream Offering. You may terminate the Service in Your Publisher Account Area or by written notice to PubStream at the address provided below.
10. Intellectual Property
All of the Information available on or through the Service, including without limitation, text, photographs, graphics, and video and audio content, is owned by us, our licensors. All such Information is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. Except as expressly and unambiguously provided in this Agreement, PubStream does not grant you any express or implied rights in the Information, and all rights in the Service not expressly granted by PubStream to You are retained by PubStream or by the respective owners of the information.
11. General Terms
This Agreement and any action related hereto will be governed by the laws of the State of Arizona, USA, without regard to or application of its conflict of law provisions or Your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with the Service will be brought solely in Maricopa County, Arizona, USA and You consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.
For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor PubStream will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
This Agreement is the entire and exclusive agreement between PubStream and You regarding the Service (excluding any services for which You have a separate agreement with PubStream that is explicitly in addition or in place of these Terms), and this Agreement supersedes and replaces any prior agreements between PubStream and You regarding the Service.
The failure of PubStream to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
The Service is operated and provided by PubStream, Inc., an Arizona corporation, located at 4939 W. Ray Rd., Suite 4-356, Chandler, AZ 85226, USA. If You have questions about this Agreement, please contact us at email@example.com
Version 1.1. – effective as of June 7, 2017
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