Last updated: May 27, 2020
If you have entered into a separate advertising agreement with Decrypt with terms that cover subject matter also addressed in this Ads Agreement, those separate terms govern with respect to that subject matter but this Ads Agreement governs with respect to any additional subject matter. Otherwise, this Ads Agreement governs with respect to advertising services.
If you are placing advertisements on behalf of a business or third party, you represent and warrant that you have the authority to do so and to bind that business or third party to this Ads Agreement, and your agreement to this Ads Agreement will be treated as their respective agreement. In this event, Decrypt may hold you responsible for violations of this Ads Agreement by that business or third party, and "you," "your" and "party" will also refer and apply to that business or third party.
You are responsible for (i) all ads and content therefore submitted by or on your behalf to Decrypt, including the creatives, text, images, branding, URLs, tags and pixels that comprise the ads and content thereof (collectively, your "Ads"), (ii) all ad trafficking or targeting decisions made by or on your behalf, (iii) all content and property to which Decrypt direct viewers, as well as redirects ("Destinations"), and (iv) all services and products advertised on Destinations ("Advertised Goods").
Your advertising activities with Decrypt must comply with the Advertising Policies and all applicable laws, self-regulatory rules, industry rules and governmental requirements (collectively, "Applicable Law").
If you identify that you are placing advertisements on behalf of a business, you agree that Decrypt may share information about your purchases and use with that business, including its representatives and agents. If that business indicates that you are no longer authorized to place ads on its behalf (e.g., if you leave that business or change roles within that business), you agree you may be removed from accounts associated with that business.
Decrypt may, in its sole discretion, modify, or terminate any part of your ads or suspend your ability to place advertisements. Decrypt and its affiliates retain the complete and unqualified right to serve advertisements for its own products and services.
Intellectual Property Rights and Privacy
You grant to Decrypt a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, copy, modify, distribute and publish your advertisement in connection with the placement of the ads (including for testing, compliance, marketing and promotional purposes). You represent and warrant that you own or have all necessary rights (including intellectual property rights) to your advertisements (including to grant the license above).
If you choose to provide suggestions and feedback to Decrypt, you agree that Decrypt can (but does not have to) use and share such feedback for any purpose without compensation to you. You may not disclose any information about Decrypt’s pricing, metrics, member demographics or beta features. If you provide testimonials, we may post those testimonials in connection with our promotion of the advertising services. Decrypt reserves all of its intellectual property rights in the advertisement services.
In the future, we may enable features that allow you to use ad services data (“Ad Services Data”) to on an aggregate and anonymous basis to assess the performance and effectiveness of your campaigns using the advertising services and to optimize your campaigns. Ad Services Data may include, but is not limited to, data collected through pixels included with your advertisements. If applicable, you agree to use reasonable measures to protect the confidentiality of Ad Services Data and to use appropriate security safeguards to protect Ad Services Data in accordance with industry standards. You may share Ad Services Data only with someone acting on your behalf, such as your service provider, provided that you are responsible for ensuring their respective compliance with this Ads Agreement and for limiting their respective use of the Ad Services Data on your behalf. Without limiting the foregoing, you shall not: (i) sell the Ad Services Data, (ii) combine the Ad Services Data with any data obtained by or on behalf of another advertiser or (iii) except for use solely on your own behalf in compliance with this Ads Agreement, transfer any Ad Services Data (including anonymous, aggregate, or derived data) to any ad network, ad exchange, data broker or other advertising or monetization related service.
Disclaimer of Warranties
Indemnity and Limitation of Liability
Notwithstanding any review or approval of any advertisement by Decrypt, you agree to indemnify Decrypt and our affiliates, and hold Decrypt and our affiliates harmless from any damages, losses and costs (including, reasonable attorneys' fees) related to third party claims or proceedings, arising out of or related to your advertisements, Destinations, Advertised Goods and breach of this Ads Agreement.
To the fullest extent permitted by law, neither party, including its respective affiliated companies, will be liable to the other in connection with this Ads Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.
Decrypt will not be liable to the other in connection with this Ads Agreement for an amount that exceeds the greater of (a) 5 times the total fees paid or payable to Decrypt during the 1-month period before the event giving rise to the liability or (b) USD $1,000.00.
This Ads Agreement does not create a partnership, agency relationship, employer relationship or joint venture between the parties.
Decrypt may change the terms of this Ads Agreement by notice to you (for example, by a notice displayed in the advertising services, email, text message or mail), and both parties agree that changes cannot be retroactive.
Choice of Law
This Ads Agreement is governed by the laws of the State of New York without reference to its choice of law principles.
The parties will attempt in good faith to resolve any dispute or Claim (as defined below) arising out of or in relation to this Ads Agreement through negotiations between an officer or director of each of the parties with authority to settle the relevant dispute. If the dispute cannot be settled amicably within fourteen (14) days from the date on which either party has served written notice on the other of the dispute, then the next paragraph shall apply.
Any claim, dispute, or controversy (“Claim”) arising out of or relating to this Ads Agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”) as those Rules exist on the Effective Date of this Agreement, including Rules 16.1 and 16.2 of those Rules. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. This clause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a Federal District Court or a New York state court located in New York County, New York. The arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable.