Terms & Conditions

The Service

Rubii offers a digital campaign management and reporting platform (the “Service”) that allows Platform Partner to manage, measure, optimise and report digital media “Media” for the purposes of tracking Platform Partner’s cross-channel and cross-platform digital advertising campaigns. Through the Service’s web-based dashboard, Platform Partner can monitor the pacing and performance of campaigns by connecting their DSP, ad-serving and analytics data sources to the Rubii proprietary technology platform.

Based on Platform Partner’s specified attributes, the Service utilizes proprietary technology to aggregate DSP, ad-serving and analytics data on Platform Partner’s behalf, and offers manual and automated methods for meeting Platform Partner’s objectives.

Ownership of Intellectual Property

Rubii shall retain ownership of all intellectual property rights associated with the Service, all ancillary technology associated therewith, and any enhancements or modifications thereof. Platform Partner or Platform Partner’s clients (as the case may be) shall retain ownership of ancillary advertising materials provided to Rubii. Neither party shall use the trademarks or trade names of the other without express consent. Each party has the right to collect data (in accordance with the provisions of such party’s privacy policy) in connection with its activities under this Agreement.

Representations and Warranties

Each party represents and warrants that: (a) it has the power and authority to enter into and fully perform this Agreement; (b) the performance by such party of its obligations and duties hereunder will not violate any agreement to which such party is bound; and (c) at all times during the term of this Agreement it shall comply with all applicable laws and regulations in all applicable countries. In the case of data which may be provided by or provisioned through Rubii, Platform Partner shall not a) resell, rent, lease, sublicense, or transfer such data to any third party, (b) use such data in any manner except for marketing purposes and the delivery of online advertisements, or c) merge or combine such data with personally identifiable information (“PII”).

Confidentiality

For purposes of this Agreement, “Confidential Information” means non-public information, know-how and trade secrets, whether provided in written or oral form, that is designated as being confidential, or that a reasonable person knows or reasonably should understand to be confidential; provided, however, that the following shall not be considered Confidential Information: information that is, or becomes, publicly available without a breach of this Agreement, was lawfully known to the receiver of the information without an obligation to keep it confidential, is received from another source who can disclose it lawfully and without an obligation to keep it confidential, is independently developed, or is a comment or suggestion one party volunteers about the other’s business, products or services. The Parties agree to use the Confidential Information solely for the purpose of performing their obligations hereunder. Both parties will refrain from disclosing anyConfidential Information to any third-party, except to the extent that (a) such disclosure is necessary to perform its obligations or exercise its rights under this Agreement, (b) such disclosure is required by applicable law, provided that the party required to make such disclosure must use reasonable efforts to give the other party advance notice thereof so as to afford that party an opportunity to seek an order or other relief for protecting its ConfidentialInformation from any unauthorized use or disclosure and the ConfidentialInformation is only disclosed to the extent required by law, (c) such disclosure is made with the consent of the disclosing party, or (d) such disclosure is to employees, consultants or agents of the disclosing party who have a need to know such confidential information in order to assist the disclosing party in carrying out its obligations hereunder.

Disclaimer

THE SERVICE IS PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND RUBII EXPRESSLY DISCLAIMS ANY ANDALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.

Privacy

Each party shall conspicuously post a privacy policy on its website, which shall disclose how such party collects, uses, stores and discloses any user data collected by such party. Rubii’s privacy policy shall disclose that third-party advertisers may place cookies on the browsers of users who view advertisements placed through the Rubii Service or visitors to Rubii’s website and shall provide information about opting out of those cookies.

Indemnification

Each party agrees to indemnify and hold the other party, and its agents, officers, directors and employees (collectively the “Indemnity”) harmless from and against any damages that result from a third-party claim resulting from a breach of the indemnifying party’s representations and warrantees under thisAgreement.

Limitations on Liability

OTHER THAN WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 AND CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7, IN NO EVENT WILL EITHER PARTY,THEIR AFFILIATES OR THEIR RESPECTIVE AGENTS BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND WHETHER OR NOT EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH REGARD TO THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, EACH PARTY’S LIABILITY TO THE OTHER FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID TO RUBII BY PLATFORM PARTNER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE EVENT CAUSING SUCH LIABILITY.