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Prisma for Advertisers Terms of Use

important -- read carefully:

THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF MEDIAOCEAN WEBSITE FOR PRISMA FOR ADVERTISERS AND ASSOCIATED SOFTWARE, APPLICATION, CONTENT AND SERVICES PROVIDED OR MADE AVAILABLE TO YOU AS ADVERTISER BY MEDIAOCEAN (“MEDIAOCEAN”, “WE”, “US”) OR ITS AUTHORIZED LICENSEES (“AGENCY/IES”). MEDIAOCEAN IS WILLING TO GRANT YOU RIGHTS TO USE THIS WEBSITE AND ASSOCIATED SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THESE TERMS OF USE. BY CLICKING ON "I ACCEPT", YOU AND THE ENTITY YOU ARE AUTHORIZED TO REPRESENT (“YOU”, “YOUR”, “ADVERTISER”) SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS.

1. Scope of Terms of Use

These Terms of Use govern your use as a visitor or registered user of the Prima for Advertisers website (“Website”) and all applications, software, content and services (collectively, "Services") available on the Website, except to the extent such Services are the subject of a separate agreement between you or the entity you are authorized to represent and Mediaocean.

2. Modifications

We may revise and update these Terms of Use at any time upon notice by email at your email address we have on record. Your continued usage of the Website after any changes to these Terms of Use will mean you accept those changes. Any aspect of the Website may be changed, supplemented, deleted or updated without notice at our sole discretion. We may also change products and services provided through the Website at any time in our sole discretion.

3. Limited License; License Restrictions; Ownership

Any and all intellectual property rights associated with the Website and all applications, software, content and services available on the Website (collectively, "Mediaocean Property") are the sole property of Mediaocean, its affiliates or third parties. The Mediaocean Property is protected by copyright, patent, trademarks and other laws in both the United States and other countries. The Mediaocean Property is also protected by trade dress, trade secret, unfair competition, and other laws and may not be copied or imitated in whole or in part. All custom graphics, icons, and other items that appear on the Website are trademarks, service marks or trade dress ("Marks") of Mediaocean, its affiliates or other entities that have granted Mediaocean the right and license to use such Marks and may not be used or interfered with in any manner without the express written consent of Mediaocean. Except as expressly provided herein, Mediaocean does not grant to you any express or implied rights to Mediaocean's Property.

Mediaocean grants you a limited, personal, nontransferable, nonsublicensable, revocable license to (a) access and use the Website and Services only in the manner presented by Mediaocean and solely for your internal business purposes, and (b) access and use the software and network services offered within the Website only in the manner expressly permitted by Mediaocean. Except for this limited license, Mediaocean does not convey any interest in or to the Mediaocean Property by permitting you to access the Website. Except to the extent required by law or as expressly provided herein, none of the Mediaocean Property may be reverse-engineered, modified, copied, reproduced, republished, translated into any language or computer language, framed, mirrored, re-transmitted in any form or by any means, resold or redistributed without the prior written consent of Mediaocean. Without limiting the foregoing, and except to the extent required by law, you may not (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services or any other Mediaocean materials furnished or made available hereunder; (vi) publish or disclose to third parties any evaluation of the Services; or (vii) use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data.

4. Acceptable Use Policy

You shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws and regulations, including, without limitation, all laws applicable to the transmission of technical data exported from the United States through the Services and to e-mail marketing, advertising and fair competition.

You may access and use the Services only through the login protocols provided to you and not any other means, such as through any automated means (including use of scripts or web crawlers). You agree to comply with the instructions set out in any robots.txt file present on the Services. You agree not to use the Services in excess of your authorized login protocols.

You will not input or upload to the Website any information which contains viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that may damage, interfere with, intercept or expropriate any system, the Website or information. You will not: (a) breach or attempt to breach the security of the Services or any network, servers, data, computers or other hardware relating to or used in connection with the Services, or any third party that is hosting or interfacing with any part of the Services; or (b) interfere or disrupt networks connected to the Services or interfere with other ability to access or use the Services or (c) use or distribute through the Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Services or the operations or assets of any other customer of Mediaocean or any third party. You may not use or access the Website or Services in any way that, in Mediaocean’s judgment, adversely affects the performance or function of the Mediaocean Property, Services or the Website or interferes with the ability of authorized parties to access the Services or the Website.

You are not authorized to use our Services or servers for the propagation, distribution, housing, processing, storing, or otherwise handling in any way (i) unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, defamatory, hateful, or otherwise objectionable material of any kind or nature, (ii) material that infringes on the intellectual property or privacy rights of others, (iii) any material that encourages conduct that could constitute a criminal offense or give rise to civil liability or (iv) any other material which we deem to be objectionable. The designation of any such materials is entirely at our sole discretion. Mediaocean may remove any violating content on the website posted or stored using the Services or transmitted through the Services, without notice to you.

You further agree that you will not engage in, or permit others to engage in, contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of e-mail.

5. Data Ownership

The purpose of Prisma for Advertisers is to enable your advertising Agency, who is a client of Mediaocean, to share campaign budget information with you as the Advertiser and for you to return budget approval information to the advertising Agency. Mediaocean acknowledges that you as Advertiser and your advertising Agency have exclusive rights to any and all data that you have legally entered into Prisma for Advertisers, and Mediaocean will only use such data subject to your permission.

6. Confidentiality

You may use the information provided by your advertising Agency through Prisma for Advertisers solely for the purpose for which it was intended and you may not share the information provided with any third parties without obtaining permission from your advertising Agency as owner of this information. You covenant and represent that you shall abide by any confidentiality obligations you are bound to by virtue of your relationship with your advertising Agencies.

7. Your Account-Related Responsibilities

We may issue, or authorize one of your employees acting as administrator to issue a password to your employees or agents authorized to access the Website and use the Services ("Authorized User"). Your ability to add Authorized Users is solely at the discretion of Mediaocean. At any time, Mediaocean may in its sole and absolute discretion reject or discontinue any access, at anytime of any prospective or existing Authorized User. Passwords provided to Authorized Users must be unique to a specific Authorized User. Mediaocean may require, as a condition to access the Website and use the Services that Authorized Users provide certain registration details. Any registration details provided must be correct, current and complete. You agree to maintain and keep all registration data you provide current.

You are responsible for maintaining the confidentiality of your login protocols, and any additional information that we may provide regarding accessing the Services. If you knowingly share your login protocols with another person who is not authorized to use the Services, your right to access the Services is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login protocols or any other breach of security.

Except as otherwise provided herein, you shall have sole responsibility for acquiring and maintaining your own technology environment, including but not limited to PC’s, laptops, operating systems, servers, Internet access, local area networks and wide area networks. You shall also be responsible for making any necessary modifications to firewalls, proxy servers and other hardware and software necessary to use or access the Website and Services.

8. DISCLAIMERS; EXCLUSION AND LIMITATION OF LIABILITY

MEDIAOCEAN MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM USING THE WEBSITE AND THE SERVICES. THE USE OF SAME IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE WEBSITE IS ONLY A VENUE TO FACILITATE THE EXCHANGE OF CAMPAIGN BUDGET INFORMATION BETWEEN ADVERTISERS AND THEIR ADVERTISING AGENCIES. MEDIAOCEAN IS NOT INVOLVED IN THE ACTUAL TRANSACTION RELATED TO THE OFFERING, PURCHASING OR SELLING OF MEDIA, AND MEDIAOCEAN HAS NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY PART OF SUCH TRANSACTIONS OR ANY ISSUES RELATED DIRECTLY OR INDIRECTLY TO SUCH TRANSACTIONS. MEDIAOCEAN NEITHER ENDORSES NOR ASSUMES ANY RESPONSIBILITY FOR ANY CLIENT DATA OR INFORMATION OR THE CONTENTS OF SUCH DATA OR INFORMATION.

THE WEBSITE, SERVICES AND MEDIAOCEAN PROPERTY ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE THAT MEDIAOCEAN HAS NO OBLIGATION TO PROVIDE TECHNICAL SUPPORT OR TRAINING SERVICES TO YOU.

MEDIAOCEAN, ITS LICENSORS, AND ITS SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. MEDIAOCEAN AND ITS AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT, INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE WEBSITE OR THE MEDIAOCEAN PROPERTY. YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY SECURITY PRECAUTIONS THAT MEDIAOCEAN MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, UNDERTAKE, USE OF, OR CONNECTION TO, THE INTERNET PROVIDES THE OPPORTUNITY FOR UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SUCH PRECAUTIONS AND GAIN ACCESS TO THE SERVICES AND DATA. ACCORDINGLY, MEDIAOCEAN CANNOT AND DOES NOT GUARANTY THE PRIVACY, SECURITY, INTEGRITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED OVER OR STORED (THROUGH THE SERVICES) OR THAT ANY SUCH SECURITY PRECAUTIONS WILL BE ADEQUATE OR SUFFICIENT.

THE WEBSITE AND SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES OR RESOURCES. YOU ACKNOWLEDGE AND AGREE THAT MEDIAOCEAN IS NOT RESPONSIBLE OR LIABLE FOR (A) THE AVAILABILITY OR ACCURACY OF SUCH SITES OR RESOURCES; OR (B) THE CONTENT, ADVERTISING, OR PRODUCTS ON OR AVAILABLE FROM SUCH WEBSITE OR RESOURCES. THE INCLUSION OF ANY LINK ON THE SERVICE DOES NOT IMPLY THAT MEDIAOCEAN ENDORSES THE LINKED WEBSITE. CLIENT USES THE LINKS AT ITS OWN RISK.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEDIAOCEAN, ITS AFFILIATES, LICENSORS, SUPPLIERS OR ANY THIRD PARTIES MENTIONED AT THE WEBSITE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OF OR INABILITY TO USE THE WEBSITE, THE MEDIAOCEAN PROPERTY, INFORMATION, SERVICES OR THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MEDIAOCEAN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MEDIAOCEAN'S AGGREGATE LIABILITY TO YOU, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES EXCEED ONE THOUSAND DOLLARS ($1,000.00), WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

9. Indemnification

You shall indemnify, defend, hold harmless Mediaocean, its affiliates, directors, officers, employees, or agents or, at your option, settle, (i) any third party claim or suit based on a claim of any breach of these Terms of Use by you, including any Authorized User, (ii) any dispute between you and your advertising Agencies. You may settle any such claims so long as said settlement does not require Mediaocean to make any admission and so long as said settlement does not create any liability for Mediaocean, and you shall pay any final judgment entered against Mediaocean in any such proceeding or agreed to in settlement.

10. Termination

You agree that we may terminate your account and access to the Services for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of these Terms of Use, or (ii) requests by law enforcement or other government agencies. You agree that all terminations shall be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to Services and/or data that you lose access to.

Your access shall also terminate upon expiration or termination of any agreement between you and your advertising Agency or between Mediaocean and your advertising Agency.

11. General

You may not assign these Terms of Use or any of your interests, rights or obligations under these Terms of Use.

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

These Terms of Use are subject to the laws of the State of Delaware.

The Services are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Service. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER VALID CONTRACT BETWEEN YOU AND MEDIAOCEAN, THESE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND MEDIAOCEAN WITH RESPECT TO THE USE OF THE WEBSITE AND SERVICES AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS, CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.