Last updated: May 27, 2020
Agreement
In addition to the Terms of Use and Privacy Policy, this Ads Agreement and our Advertising Policy apply to our advertising clients. Additional terms may apply to advertising services.
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.
Ad Service
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.
Without limiting the prohibitions in the Advertising Policy and Terms of Use and Privacy Policy, you will not, and you will not enable or authorize any third party to (a) engage in illegal or fraudulent conduct, (b) except as expressly authorized by Decrypt in writing, use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Properties, (c) except as expressly authorized by Decrypt in writing, copy, modify or create derivative works of the advertising services or any related technology, (d) provide Ads that assert or imply personal characteristics, or (e) provide Ads that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the advertising services or any device or system or breach or circumvent any security measure of Decrypt or a third party. Decrypt may reject, remove or not deliver any Ad at any time for any reason, including to comply with Applicable Law (defined below).
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.
Each party will comply with Applicable Law relating to its performance of this Ads Agreement, including privacy and security laws (e.g., EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), as well as the Data Processing Agreement where and as applicable). As provided in Decrypt’s Privacy Policy, we may use device identifiers obtained on and off our services for our advertisements, including to determine which devices our audience may use and to serve advertisements to them on their different devices. Each party will prominently post a complete and accurate privacy policy on its websites and mobile applications, including with respect to cross-device tracking and ad targeting. Decrypt may include a link to an enhanced notice and choice mechanism in or around your Ads (e.g., through an Advertising Option Icon). Without limiting the prohibitions in the Advertising Policies, you will not, and you will not enable or authorize any third party to, (a) except with the explicit opt-in consent of the applicable individual, associate any data obtained in connection with the advertising services (“Ad Services Data”) with data that is personally identifiable (as defined by Applicable Law) ("Personal Data") or otherwise re-identify such data, or (b) target Ads based on sensitive data (as defined by Applicable Law) (“Sensitive Data”).
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
To the extent allowed under law, in addition to disclaiming all implied warranties and other warranties as provided in the Terms of Use and Privacy Policy, Decrypt disclaims all warranties regarding the accuracy of the information on which targeting categories are based (e.g., audience profile information or segments that you or third parties provide), the match rate or changes to such rate for audiences that are matched, the rate at which inventory for your advertisements becomes available, the nature and content of the properties on which advertisements are served, the match rate for block lists of properties, the results of your campaigns and other uses of the advertising services.
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.
Miscellaneous
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.