Welcome to Revenue Universe!
$n/a
Affiliate Terms and Conditions
These Terms of Service are a binding agreement between you and Revenue Universe LLC (“RevU”), an entity duly organized and existing under the laws of the state of Florida, USA, and govern your use or access to the Offerings made available to you by RevU.
The term “you” as used in these Terms means either an individual utilizing any of the Offerings in his or her individual capacity or the company or other entity affiliated with an individual utilizing any of the Offerings on behalf of that company or other entity.
By clicking to accept these Terms, registering for any of the Offerings or accessing, enabling or utilizing any of the Offerings or Service Assets, you represent that you have read, understand, accept and agree to these Terms. If you do not accept and agree with these Terms you are not authorized to use any of the Offerings or Service Assets.
If you are entering into these Terms on behalf of a company or other entity (e.g., an Agency on behalf of an advertiser), you represent that you are a duly authorized employee or agent of such company or other entity with the authority to enter into these Terms on behalf of such company or other entity and that such company or other entity will be bound by these Terms. In such a case, the term “you” will also refer to such third party or parties on a joint and several basis. If you are an individual entering into these Terms on your own behalf, you represent that you are the age of legal majority or older and have the legal capacity to enter into and be bound by these Terms.
RevU may, from time to time, modify these Terms at its discretion. We encourage you to review these Terms periodically for changes. Your continued use of the Offerings or any of the Services Assets following modifications made to these Terms constitutes your acceptance of them.
1. Use of the Offerings.
1.1. In order to use the Offerings, you and your Users must provide registration information as requested by RevU, which may include the requirement to create a RevU ID or account for use of the Offerings, which account may include an administrative interface that allows for configuration, management and monitoring of the Offering (“Service Account”). Access to a RevU ID or Service Account is provided solely to the individual registering that RevU ID or Service Account and RevU IDs and Service Account log-in credentials may not be shared among individuals. You are responsible for: (i) maintaining the confidentiality and security of all login credentials for RevU IDs and Service Accounts used by you and your Users; and (ii) all activities that occur through such RevU IDs and Service Accounts and for each User’s compliance with these Terms. You agree to immediately notify RevU of any unauthorized use (including any security breach) of any RevU IDs or Service Accounts.
1.2. You agree that (i) you will comply with the Documentation for the Offerings; and (ii) without such compliance, RevU may be unable to provide the Offerings to you or the Offerings may not operate correctly. RevU will have no liability to you if RevU is unable to provide the Offerings or the Offerings fail to operate correctly as a result of your failure to comply with these Terms.
1.3. RevU hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to: (i) access and use the Offerings and Service Assets solely as provided for in the applicable Documentation and solely for your internal use in connection with your use of corresponding Offerings for corresponding Applications; and (ii) use and integrate the Service APIs in your Applications solely as provided for in the applicable Documentation and solely to implement the corresponding Offerings in corresponding Applications.
1.4. You agree that: (i) you may only use the Offerings and the Service Assets as expressly permitted in these Terms, including any applicable Documentation; and (ii) all licenses granted to you in these Terms are conditioned upon your compliance with these Terms.
1.5. RevU reserves the right to apply or change any subscription requirements, business model, fees (including changing features, products, and Offerings from free to requiring payment), pricing, delivery methods, or other requirements associated with any of the Offerings or Service Assets or features at any time without prior notice to you.
1.6. You agree that you will promptly provide RevU with all such information, assistance, and materials as RevU may reasonably require for the performance of its duties under these Terms.
1.7. You grant to RevU a worldwide, non-exclusive, sublicensable, royalty-free and fully paid-up license to: (i) sell, have sold, fill and have filled Inventory in your Applications; (ii) promote, market and report such Inventory to actual and prospective Demand Partners and other third parties; and (iii) facilitate the reproduction, performance and display of Ads in your Applications. You agree that RevU has sole authority to: (a) identify, select and manage relationships with Demand Partners; and (b) determine the prices as well as terms under which Inventory is sold. You agree that the Ads are provided by third parties and RevU is not responsible for the Ads (including for the accuracy or legality thereof) or any associated website, application, content, information, product or service.
1.8. You agree to display all Ads delivered to your Applications, and You may not modify, edit, alter, obscure or truncate the content, text, appearance or order of any Ads.
1.9. You may enable the Offerings on behalf of a third-party, provided you agree that you are fully responsible and liable for (i) that third-party’s compliance with the Terms, and (ii) all payments owed to any such third-party in connection with Ads served in its Applications.
1.10. You will not, nor will you authorize or encourage any third party to: (i) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any Ads; or (ii) engage in Invalid Activity. You agree that if RevU determines that you have engaged in Invalid Activity, RevU may deduct any amounts to compensate for the violation, as determined by RevU in its sole discretion, from amounts otherwise payable to you, and you will reimburse RevU for all losses associated with any Invalid Activity, as determined by in RevU in its sole discretion, immediately upon demand by RevU.
1.11. You are not eligible to use the Offerings on any Ineligible Application, as determined by RevU in its sole discretion.
1.12. You will not, nor will you encourage any third party to send unsolicited commercial email messages or post messages to newsgroups, websites, chat rooms, bulletin boards that mention any aspect of the Offerings, without the express written consent of RevU.
2. Payment.
2.1. In connection with your use of the Offerings, you acknowledge and agree that all Net Revenue attributable to the Ads belongs to RevU, except that RevU will pay you a percentage of Net Revenue attributable to the Ads that run in your Applications each calendar month. Certain Applications might be subject to different payment terms which will be communicated to you, based on our internal analysis and discretion.
2.2. Payments associated with manual invoicing will be made within thirty (30) days of the later of (i) the end of the corresponding calendar month and (ii) receipt of a properly issued invoice for that calendar month. You agree to provide invoices for amounts payable to you in the form and manner as requested by RevU. If RevU performs self-billing, you authorize and direct RevU to generate monthly invoices on your behalf for amounts payable. RevU will make self-billing invoices available to you, and you agree that should you fail to object to an invoice within ten (10) days of the corresponding invoice date, the invoice will be deemed as having been approved by you.
2.3. RevU’s obligation to pay a percentage of the Net Revenue payments to you is conditioned upon you providing RevU complete and accurate information relating to remittance of payment and requested tax information, and subject to adjustments for Deductions that may accrue. RevU reserves the right to take any Deductions based on a flat rate imposed across the RevU network or actuals. Amounts payable of less than one hundred dollars ($100 USD) may be held by RevU until amounts payable exceed one hundred dollars ($100 USD) or a final payment is due hereunder. If payments made to you are not received due to the failure to provide accurate information, failure to cash a check, or otherwise, RevU has no ongoing obligation to hold such funds for you and, after a reasonable time as determined by RevU in its discretion, the funds will continue to be considered property of RevU.
2.4. Net Revenue and payment calculations will be based on RevU’s measurements, which will be the system of record for calculating such sums. The Net Revenue share percentage applicable to you may vary from time to time at RevU’s discretion.
2.5. In the event of any overpayment, payments related to Invalid Activities, or other payment error (as determined by RevU), whether as a result of inaccurate information from a third party or otherwise (e.g., due to Deductions), RevU may in its sole discretion: (i) deduct any overpayments, payments related to Invalid Activities, or amounts associated with other payment errors from future payments due to you; and/or (ii) require reimbursement in full of any such amounts, which you agree to remit to RevU in full within seven (7) business days of request. You agree that RevU may withhold payments due to you in the event that you breach these Terms.
3. Taxes.
Except as otherwise expressly provided by RevU to the contrary, all payments from RevU hereunder are inclusive of taxes, and any taxes (including sales, use, goods and services (GST), value added (VAT), taxes on digital or electronic services, excise or other taxes (other than taxes based on RevU net income) arising from or related to your use of the Offerings or payments made to you will be your responsibility and must be remitted by you. If applicable laws require withholding of any amounts due to you, RevU may withhold such amounts, unless you provide an adequate certificate of exception from such withholding taxes (amounts payable to you will not be grossed up on account of withholding taxes). RevU may deduct any national, federal, state, local, or other taxes and assessments, including value-added taxes and amounts levied in lieu thereof based on charges set, services performed or amounts accrued hereunder.
You will be responsible for, and will promptly pay, all taxes, levies, imports, duties, charges and fees of any kind (including but not limited to sales, use and withholding taxes) associated with any of the Offerings, except for taxes based on RevU’s net income. You will promptly reimburse RevU for any such taxes or duties that RevU pays to taxing authorities. You will promptly produce any tax information or documentation required by RevU. With respect to any such taxes on payments under these Terms, you will indemnify and hold harmless RevU against any and all claims by any tax authority for any underpayment and any penalties and/or interest thereon.
4. Certain of Your Obligations.
4.1. You will comply with all applicable notice and consent requirements necessary to deliver the Offerings.
4.2. You are solely responsible for the development, operation and maintenance of your Applications, including properly configuring your Applications for the Offerings in accordance with the then-current Documentation, ensuring that calls or requests made to the Offerings are compatible with the then-current Services APIs and Documentation, complying with any platform or operating system technical and other requirements necessary for the Offerings, providing support to End Users of your Applications and resolving any legal claims related to your Applications.
4.3. You agree that you will not use the Service Assets with any software or other materials that are subject to licenses or restrictions (e.g., certain open source software licenses) that, when combined with the Service Assets, would require RevU or any other party to disclose, license, distribute or otherwise make all or any part of such Service Assets available to anyone.
4.4. You agree that you have not and will not provide inaccurate, misleading, or false information to RevU. If information provided to RevU subsequently becomes inaccurate, misleading, or false, either through later discovery, changed circumstances, or otherwise, you will promptly notify RevU of such change. You agree that immediately upon demand by RevU you will reimburse RevU for all losses associated with any inaccurate, misleading, or false information you provided to RevU, as determined by RevU in its sole discretion. You further agree that in connection with the above, RevU will have the right to retain any funds otherwise payable to you under any Offering or other agreement between you and RevU to offset the foregoing losses.
4.5. You will not and will not authorize or otherwise permit any third party to: (i) engage in illegal or fraudulent conduct by use of any of the Offerings or Service Assets; (ii) access or use any part of the Offerings or Service Assets for any purpose except for access or use of corresponding Offerings and Service Assets for corresponding Applications in accordance with these Terms; (iii) market, sell, lease, rent, sublicense, distribute, syndicate, transfer or otherwise make available to any third party any part of the Offerings or Service Assets; (iv) copy, modify, duplicate, decompile, reverse engineer, disassemble or create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Offerings or any of the Service Assets, except where expressly permitted under law; (v) access all or any part of the Offerings or Service Assets in order to create or attempt to create a product or service that is a substitute or similar service to the Offerings, Service Assets, or any other RevU products or services, or which otherwise competes with the Offerings, Service Assets, or any other RevU products or services; (vi) use any of the Offerings or Service Assets for time sharing or service bureau purposes, or otherwise for the benefit of any third party; (vii) use any automated tool (e.g., robots, spiders, tools used to automate creation of accounts in bulk) to access or use any part of the Offerings or Service Assets; (viii) attempt to breach or circumvent or disable any technical, timing, usage or security features of RevU or a third party with respect to the Offerings or Service Assets; (ix) use the Offerings or Service Assets in a manner that overburdens, or that threatens their integrity, performance or availability; (x) remove, alter or obscure any proprietary notices (including copyright and trademark notices) on any of the Offerings or Service Assets; (xi) access, store, distribute, introduce, or transmit any viruses, worms, defects, malware, spyware, adware, Trojan horse or any item of destructive nature through use of any of the Offerings, Service Assets or any of your Applications, or fail to use reasonable commercial efforts to maintain an up to date virus-scanning program; (xii) access, store, distribute, introduce, or transmit any material during the course of its use of the Offerings or Service Assets which is false, deceptive, misleading, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or is otherwise illegal or causes damage or injury to any person or property (xiii) transmit or store any Sensitive Data in connection with the Offerings; (xiv) take any other actions (including, but not limited to, the use of any third party software or services) that interfere with, disrupt, burden, or interact in an unauthorized manner with any part of the Offerings or Services Assets (including any related devices, computer systems, servers or networks) or (xv) make or publish any representations or warranties on behalf of RevU concerning the Offerings or Service Assets without RevU’s prior written approval.
5. Ownership; Feedback; Promotion
5.1. As between you and RevU, you own all rights, title and interest (including all intellectual property and proprietary rights) in and to your Applications (excluding any RevU Software or Offerings, Service Assets, or derivative works of each embedded therein). As between you and RevU, RevU owns all right, title and interest (including all intellectual property and proprietary rights) in and to the RevU Software, Offerings and Service Assets, as well as all products, concepts, materials, techniques, methods and know-how used or provided by RevU in the provision of the RevU Software, Offerings, or Service Assets or included in or with the RevU Software, Offerings, or Service Assets. Unless otherwise provided herein, you shall not have or obtain any rights in the RevU Software, Offerings, Services Assets, or any products, concepts, materials, techniques, methods and know-how used or provided by RevU in the provision of the RevU Software, Offerings, or Service Assets or included in or with the RevU Software, Offerings, or Service Assets without prior approval in writing from RevU. RevU may market, distribute, make derivative works from, and sell similar work to other customers without further notice to or consent from you. Nothing in these Terms shall restrict or prohibit RevU’s right to use concepts, techniques, and know-how used or developed in the course of performing the Offerings or offering RevU Software or Service Assets.
5.2. You grant to RevU a royalty-free, fully paid-up, sublicensable, nonexclusive, worldwide license to reproduce, display, distribute and otherwise use your content, logos, name, and any trade names, as well as the trademarks, service marks, logos, brand features and content from or associated with any of your Applications or your use of our Offerings in advertising, sales, marketing, promotional materials or communications related to the Offerings, and you agree RevU may disclose generally the nature of any work being performed hereunder or under any Offering Identification (provided that such inclusion does not disclose your Confidential Information) for the purpose of advertising or publicizing the Offerings or Service Assets. You will not use RevU’s trade name, trademarks, logos, or Ads without RevU’s prior written approval. Upon request, you will provide RevU with at least one quote from one of your authorized representatives for use in connection with the foregoing uses.
6. Reservation of Rights.
You agree that other than as expressly provided in these Terms, RevU grants you no right, title or interest in or to the Offerings or any of the Service Assets. RevU reserves the right, in its discretion, to suspend, reject or terminate your access to and use of any of the Offerings or Service Assets and to suspend, terminate or modify any of the Offerings or components thereof, Service Assets, or these Terms, all at any time, with or without notice, and with no liability to RevU. RevU will provide notice of material modifications by posting notice of the modified Terms to one or more websites owned or operated by RevU, or by other means of notifying you (including e-mail). Modifications will not apply retroactively. You agree that these Terms incorporate by reference the Documentation, all of which may be modified from time to time without notice.
7. Confidentiality.
7.1. For the purposes of this Section, “Confidential Information” includes any and all information that is disclosed by a party (“Disclosing Party”) to the receiving party (“Receiving Party”) that is marked or verbally designated as “confidential” or the like or that given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential. Confidential Information shall not include information which: (a) is or becomes publicly known through no wrongful act or omission of the Receiving Party; (b) was rightfully known by the Receiving Party without restriction on use and disclosure, before receipt from the Disclosing Party; (c) becomes rightfully known to the Receiving Party without confidential or proprietary restriction from a source other than the Disclosing Party that does not owe a duty of confidentiality to the Disclosing Party with respect to such Confidential Information; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
7.2. The Receiving Party agrees not to disclose the Disclosing Party’s Confidential Information to any third party without the Disclosing Party’s prior written consent, other than to the Receiving Party’s employees, agents and consultants who need to know such information to carry out the purposes contemplated by these Terms and who are bound in writing by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein.
7.3. The Receiving Party agrees to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as the Receiving Party uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).
7.4. The Receiving Party may use or disclose Confidential Information to the extent (i) approved by the Disclosing Party in writing or (ii) the Receiving Party is legally compelled to disclose such Confidential Information provided, however, that, unless otherwise prohibited by law, prior to any such compelled disclosure, the Receiving Party shall give the Disclosing Party reasonable advance notice of any such disclosure and shall cooperate with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information.
7.5. At any time at the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party or destroy all materials (in written, electronic or other form) containing the Disclosing Party’s Confidential Information, including any copies and extracts thereof, and so certify in writing to the Disclosing Party. It is not a breach of the foregoing obligation to the extent the Disclosing Party’s Confidential Information is contained in an electronic file created pursuant to the Receiving Party’s routine backup or archiving procedures if such file is not capable of easy deletion and is not generally accessible beyond the need for disaster recovery or similar operations, provided however that such retained Confidential Information shall remain subject to the Terms until deleted by the Receiving Party in accordance with its internal procedures.
8. Term and Termination.
8.1. Term. These Terms will begin upon your acceptance of these Terms. If accessing the Offerings pursuant to an Offering Identification that specifies an Initial Period, and unless otherwise set forth in such Offering Identification, these Terms shall continue for the Initial Period unless terminated earlier in accordance with these Terms, and thereafter automatically renew for successive Renewal Periods until either party notifies the other in writing at least ninety (90) days before the end of the Initial Period or applicable Renewal Period, or, if the Initial Period is one month, thirty (30) days before the end of the Initial Period or applicable Renewal Period. If you are not accessing the Offerings pursuant to an Offering Identification, or if such Offering Identification does not specify an Initial Period or other equivalent term commitment, these Terms shall continue until terminated by either party in accordance with these Terms, unless otherwise specified herein.
8.2. Termination for Cause. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect upon giving written notice to the other party if: (i) the other party commits a material breach of these Terms which breach is irremediable or, in the event of a remediable breach, the other party has failed to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or (ii) the other party becomes the subject of a voluntary or involuntary proceeding concerning insolvency, receivership, liquidation, or composition for the benefit of creditors.
9. Representations and Warranties.
You hereby represent and warrant that: (i) you are the owner or legally authorized to act on behalf of the owner of each of your Applications; (ii) you have and will maintain all necessary rights, power, licenses and authority to perform the acts required of you and to permit RevU to perform its obligations, and exercise any rights or licenses you grant, under these Terms; (iii) each of your Applications is in compliance with these Terms, including, as applicable, the Documentation, and any requirements imposed by your platform or operating system; (iv) you own or have all necessary rights to your Applications and any information, data or items you provide to RevU for the purposes of these Terms, and the foregoing do not infringe the intellectual property rights, privacy rights, rights of publicity or other rights of any person or entity, nor could they reasonably be determined to tarnish the goodwill of RevU; (v) you, your Applications, and your activities in connection with the Offerings will comply with all applicable laws, self-regulatory rules, industry rules and governmental regulations; and (vii) you are not located in a country embargoed by the United States and you are not on the U.S. Treasury Department's list of Specially Designated Nationals.
10. Indemnification.
10.1. You will indemnify, defend and hold harmless RevU and its Affiliates and each of the foregoing’s respective officers, directors, employees, agents and contractors (each an “Indemnified Party”) on demand from and against any third party claims, suits, actions or allegations, losses, costs, liabilities, damages, penalties, settlements, judgments, fees and expenses (including reasonable attorneys’ fees and expenses) (collectively “Losses”) arising out of or related to any actual or alleged: (i) breach by you of any part of these Terms (ii) claims that any of your Applications or any content (e.g., Ads), information, data or items you provide to RevU for the purposes of these Terms infringe upon, violate or misappropriate any third party’s intellectual property rights, privacy rights, rights of publicity or other rights; (iii) use by RevU of any content or technology that you require RevU to use; (iv) any negligent act or willful misconduct by your or any party acting on your behalf; and (v) violation or failure by you or your third-party business partners to comply with any laws or regulations in connection with your Applications, use of the Offerings or otherwise;
10.2. You reserve the right, at your expense, to provide RevU with prompt written notice of your intention to assume the exclusive defense and control of any matter for which you are required to indemnify any Indemnified Party (absent which RevU or the Indemnified Party, as determined by RevU, will control such defense at your cost), and RevU agrees to reasonably cooperate with your defense of such matters at your expense. You may not enter into any settlement or admit liability for which indemnity is sought unless RevU gives its prior written approval of the settlement or admission.
11. Governing Law; Jurisdiction; Dispute Resolution.
11.1 These Terms and relationship between the parties will be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to or application of conflict of laws rules or principles and regardless of your location.
11.2. Except as set forth below, any dispute arising out of or in connection with these Terms, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration.
11.3. The parties agree that all disputes must be arbitrated in Orange County, Florida, United States of America before the American Arbitration Association (“AAA”) and under the AAA’s Commercial Arbitration Rules. The arbitration shall be conducted by one (1) arbitrator in English. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND REVU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
11.4. Notwithstanding the parties' ability to resolve all disputes through arbitration, RevU may bring an action in court (1) to enforce its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights), including without limitation to seek injunctive relief, or (2) in cases that do not involve intellectual property rights, to seek temporary, preliminary or other expedited or provisional injunctive relief (but not money damages). If you reside (or your principal place of business is) within the United States and the parties have an intellectual property rights dispute, you and RevU agree to submit to the personal and exclusive jurisdiction of and venue the state and federal courts located in Orange County, Florida. The parties agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
12. Disclaimers.
TO THE FULLEST EXTENT PERMITTED BY LAW, REVU AND ITS AFFILIATES, EACH DISCLAIM ANY AND ALL WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) IN CONNECTION WITH THE OFFERINGS AND THE SERVICES ASSETS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL OFFERINGS, SERVICES ASSETS, AND ALL INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE OFFERINGS ARE PROVIDED “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. REVU AND ITS AFFILIATES DO NOT MAKE, AND HAVE NOT MADE, ANY REPRESENTATION OR WARRANTIES THAT ANY PART OF THE OFFERINGS OR SERVICES ASSETS ARE ACCURATE, COMPLETE, RELIABLE OR CURRENT OR THAT THE OPERATION OF ANY PART OF THE OFFERINGS OR SERVICES ASSETS WILL PERFORM UNINTERRUPTED OR ERROR FREE OR AT ALL. REVU AND ITS AFFILIATE DO NOT WARRANT OR GUARANTEE THE UPTIME OF OFFERINGS OR RESULTS OF USE OF THE OFFERINGS OR SERVICES ASSETS AND SPECIFICALLY DISCLAIMS ANY WARRANTY THAT YOU WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS AT ALL), THAT REVU AND/OR ITS AFFILIATES WILL OPTIMIZE ANY KEY PERFORMANCE INDICATOR, OR ANY OTHER PARTICULAR BENEFITS WILL BE OBTAINED THROUGH THE USE OF THE OFFERINGS OR SERVICES ASSETS. FOR THE AVOIDANCE OF DOUBT, REVU AND ITS AFFILIATES EACH DISCLAIM ANY AND ALL LIABILITY ASSOCIATED WITH REVU’S OR ITS AFFILIATES’ INABILITY TO PERFORM TRANSACTIONS OR OTHERWISE PROVIDE THE OFFERINGS DURING ANY SERVER, SYSTEM, SITE, OR SERVICE OUTAGE (INCLUDING AS A RESULT OF ANY DENIAL OF SERVICE OR OTHER CYBER-ATTACK).
13. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REVU, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, THE “REVU PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF GOODWILL OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE OFFERINGS OR SERVICES ASSETS, EVEN IF REVU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. THE REVU PARTIES’ AGGREGATE LIABILITY IN RESPECT OF ALL LOSSES ARISING OUT OF OR RELATING TO THESE TERMS OR ANY OF THE OFFERINGS OR SERVICES ASSETS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100).
14. Notices.
Notices to you will be sent by email to the address you provide RevU. Notices to RevU will be sent by email. Notices will be effective upon receipt; provided, however, that notices sent by email will be effective as of the email date absent receipt by the sender of a bounce back or error message.
15. Entire Agreement; Survival
These Terms and any applicable Offering Identification set forth the entire agreement between you and RevU relating in any way to the Offerings and Services Assets and supersede any and all prior terms and agreements (whether written or oral) with respect to that subject matter.
16. Force Majeure.
Neither party shall be responsible for failure to perform any obligations hereunder (other than the obligation to pay amounts due) due to a cause beyond its reasonable control, including, without limitation, terrorism, fire, civil disturbance, war, rebellion, earthquake, flood and similar occurrences, provided that performance shall resume as soon as possible after the cause no longer prevents performance.
17. Miscellaneous.
The words “include” and “including” and variations thereof will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” RevU and you are independent contractors, and neither RevU nor you are an agent, representative or partner of the other. You agree that any of your claims arising from or related to these Terms must be filed within six (6) months after the claim arose; otherwise, your claim will be permanently barred where permitted by applicable law. The waiver of any breach or default of these Terms by RevU will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of RevU. If any provision of these Terms is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions will remain in full force and effect. The use of headings herein is for convenience only and is not intended as nor will it be used as an aid to interpretation. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without RevU’s prior written consent, and any attempt to do so in breach of the foregoing will be null and void. You agree RevU has the right to assign these Terms and delegate its obligations under these Terms at any time and without notice.
18. Definitions.
18.1. “Ad(s)” means any advertisement or creative provided, presented or delivered through the Offerings, including the content (e.g., text, graphics, audio and video), format, URLs, pixels, tags, logos, trademarks, brand features, and information included in such advertisement or creative.
18.2. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with a party.
18.3. “Agency” means “you” if you are the advertising agency working on behalf of an advertiser.
18.4. “Applications” means your applications (including the content contained therein), projects, media, software, or virtual-reality or augmented-reality content supported by the Offerings that you develop, own, operate or control for purposes of these Terms and that utilize or are delivered utilizing the Offerings.
18.5. “Demand Partners” means any third-party demand source engaged in the buying or selling of advertising
18.6. “Documentation” means the instructions, requirements, guidelines and other documentation for the Offerings and Service Assets made available by RevU or as otherwise communicated by RevU from time to time (as such instructions, requirements, guidelines and documentation may be modified and updated from time to time), which Documentation may include integration, configuration, technical and other guidelines and requirements.
18.7. “End-User” means an end user who views, uses or otherwise engages with an Application.
18.8. “Ineligible Application” means an Application that is not or does not:
• Content-based and not simply a list of links or advertisements
• Written exclusively in the English language
• Generate at least 3,000 unique page views per month
• Have a top-level domain name
• Fully functional at all levels, with no “under construction” sections
18.9. “Initial Period” means the period stated as the “initial period,” “initial term,” “service term” or similar designation in the Offering Identification or online sign-up flow referencing these Terms. For the avoidance of doubt, if an Offering Identification states that an Initial Period is “monthly,” such Initial Period shall be deemed to be one month, and if an Offering Identification states that an Initial Period is “annual,” such Initial Period shall be deemed to be twelve (12) months.
18.10. “Inventory” means, in connection with the Offerings, inventory made available for Ads in your Applications.
18.11. “Invalid Activity” means any artificial, fraudulent, deceptive or other means to simulate, manipulate or increase impressions, views, taps, clicks, downloads, installs or any other interactions not arising from actual End-User interest in the Ad. Invalid Activity includes, but is not limited to, engaging in, facilitating, or benefiting from any of the following activities:
• running of “robots”, “spiders” or other automated computer generated requests;
• encouraging or incentivizing views, taps, clicks, downloads, installs or other End-User actions in connection with Ads;
• using a design in an Application that encourages or is likely to lead to Invalid Activity or other unintended or accidental Ad interactions;
• manipulating or misrepresenting device ids, device specifications, geolocation, header information or other information (including Invalid Activity arising from the spoofing of an application);
• manipulating or hijacking an End-User’s device;
• automatically refreshing Ads;
• encouraging repeated views, taps, clicks, downloads, installs or other End-User actions in connection with the same Ad or series of Ads;
• generating traffic from recognized proxy IPs;
• generating traffic from applications which are unapproved VPN applications;
• generating traffic from applications whose traffic appears like botnet traffic (i.e., remotely controlled computers/phones);
• generating traffic from applications using Prohibited Content;
• manually clicking on Ads by publisher’s employees or agents outside of limited, customary Application testing, or otherwise installs or other Ad engagement that appear to be coming from the publisher themselves;
• abnormal timing in Ad surfacing or Ad engagement events (e.g., abnormal timing associated with starts to installs); or
• any other action or behavior which serves to artificially or fraudulently increase an advertiser’s costs or a publisher’s earnings.
For clarity, Invalid Activity includes both intentional and/or fraudulent traffic, as well as accidental traffic generated by publishers or End-Users.
The determination of what constitutes Invalid Activity under this policy will be made at RevU’s sole discretion.
18.12. “Net Revenue” means, in connection with the Offerings, amounts due and owing to RevU from Demand Partners attributable to Ads in your Applications, less any of the following (“Deductions”): (i) any commissions, incentives, or fees due to, or revenue share to third parties related to the Ads; (ii) refunds to Demand Partners; (iii) payment processing, administrative surcharges, network fees and expenses, transaction or similar fees; (iv) adjustments, chargebacks and bad debt; and (v) taxes (other than taxes payable on RevU net income).
18.13. “Offering Identification” means one or more designations by RevU that reference these Terms and identify the Offerings to be provided. The Offering Identification may be provided as an order form, service confirmation, insertion order, an online sign-up, subscription, product page, or billing flow, an addendum, a statement of work, or a similar document or communication.
18.14. “Offerings” (or “Services”) means the advertising networks and/or ad delivery platforms provided by RevU for publishers of Applications, including the applicable Service Assets made available in connection with such services. Any reference to “Services” in an Offering Identification will be deemed to refer to “Offerings.”
18.15 “Prohibited Content” means content that, in RevU’s sole determination:
• is deceptive or misleading
• is excessively violent or shocking
• is hateful or discriminatory
• displays, promotes, or facilitates illegal activities
• infringes intellectual property rights
• contains malicious/deceptive software
• is sexually explicit
• contains sensitive data
18.16. “Renewal Period” means the period specified as such in the Offering Identification (if any) or as extended in writing by RevU, or, if no such period is specified, a duration equal to that of the Initial Period.
18.17. “Rewarded Offers” means an Ad where an End-User is rewarded with virtual currency or other in-app benefits in exchange for the End-User’s engagement with an Ad.
18.18. “Sensitive Data” as used in these Terms means information in any of the following categories: (i) passwords or authentication/authorization credentials of any kind, (ii) financial account information of any kind (including, credit card numbers), (iii) passport, driver's license, social security or any other government issued identification numbers, (iv) health data (v) personally identifiable information knowingly collected from children as defined by child data laws, and (vi) any information under strict regulatory or contractual handling requirements (e.g., PCI, HIPAA and special data security laws).
18.19. “Service APIs” means the APIs made available by RevU to you for use in connection with the corresponding Offerings.
18.20. “Service Assets” means the Documentation and the Service APIs.
18.21. “Third Party Ad Network(s)” means third party advertising networks.
18.22. “RevU Software” means the RevU-branded (for the avoidance of doubt, including brands of subsidiaries or Affiliates of RevU) engine, services, website, and related software and technology.