Legal

SITESCOUT USER AGREEMENT

The websites located at www.sitescout.com, rtb.sitescout.com, dsp.sitescout.com, clickserv.sitescout.com (collectively referred to as the "Websites") are made available to you by SiteScout Inc. ("SiteScout"). Your right to access the Websites, and to access all services and other features, technologies and/or functionalities offered by SiteScout on the Websites or through any other means (collectively, the "Services"), is governed by this user agreement ("Agreement"), which constitutes a legal agreement between you and SiteScout.

This Agreement imposes certain legal obligations upon you; as such, it is important that you read it carefully. By accessing any of the Websites or any of the Services, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree to be bound by all of the provisions of this Agreement, you must not access any of the Websites or any of the Services.

The terms of this Agreement are as follows:

1. Access to Website & Services

Rights Granted. In exchange for payment of all fees, as applicable, SiteScout grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable right to access:
1. the Websites; and,
2. SiteScout"s "Real Time Bidding" platform ("RTB"), in order to use RTB to search for, bid on and purchase inventory for, and to deliver, advertising creatives and links ("Ad(s)");
  strictly subject to and in accordance with this Agreement (collectively, the "Permitted Activities"). SiteScout does not grant you any express or implied rights or licenses, including any rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights, other than those specifically set forth in this Agreement.
Prohibited activities. You are only permitted to access the Websites and the Services for the Permitted Activities, and for no other purpose whatsoever. For further clarity, and without limiting the scope of activities that are not Permitted Activities, you are prohibited from accessing any of the Websites and/or any of the Services to:
1. engage in any marketing activities, promote any product or service or do anything that is illegal, obscene, misleading, discriminatory, defamatory, threatening or harassing;
2. infringe SiteScout"s or any third party"s copyright, patent, trade mark, trade secret or other intellectual property rights, or rights of publicity or privacy;
3. use your user account ("Account") in any manner that results, or could result, in complaints, claims, fees, fines, penalties or any other liability to SiteScout or to you;
4. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make available the Services, except as expressly contemplated herein;
5. frame, or utilize framing techniques to enclose, any trademark, logo or other proprietary information (including images, text, page layout and form) of SiteScout and/or its affiliates;
6. spread, or facilitate the spread of, any viruses, worms or other malicious computer programs that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; or,
7. use any robot, spider, other computer program, or manual process to monitor or copy any of the Websites, or any portions thereof;
8. using an anonymizing proxy to access any of the Websites or the Services;
9. using a credit card to make a payment to your Account that was not authorized by the credit card holder;
10. doing anything that could disable, over-burden or impair SiteScout"s servers or the proper working of the Websites (including a denial of service attack); or,
11. gaining, or attempt to gain, unauthorized access to the Services, or access to pages of any of the Websites for which you are not authorized by SiteScout.
12. using the Websites or Services to gain competitive intelligence or market research for the purpose of creating a product or service similar in nature or design to SiteScout’s Websites or Services.
The preceding are non-exhaustive lists of prohibited activities.
Failure to comply. Your failure to fully comply with any term of this Agreement is a breach of this Agreement, and may result in SiteScout, without prior notice, deleting your Account.

2. User Account

Eligibility. To be eligible to access any of the Websites or the Services, you must be at least 18 years old or the age of majority in your
jurisdiction, whichever is greater. If you do not meet these minimum age requirements, you may not access the Websites or the Services.

By accessing any of the Websites or the Services, you warrant to SiteScout that you have the full power, authority and legal capacity to enter into this Agreement. If you are entering into this Agreement on behalf of a corporation, you warrant to SiteScout that:
1. you have the full power, authority and legal capacity to enter into this Agreement on behalf of such corporation;
2. you have been duly authorized to enter into this Agreement on behalf of such corporation; and,
3. this Agreement constitutes a legal, valid and binding obligation of such corporation.
Creating your Account. Before you can access the Services, you must create and verify your Account. An email will be sent to the email address that you provide; once you click on the link provided in this email, your Account will be enabled and you will be able to access the Services.
Confirmation of information provided. You authorize SiteScout, directly or through third parties, to make any inquiries SiteScout considers necessary to validate your identity. This may include asking you for further information, requiring you to take steps to confirm ownership of the email address you provide, ordering a credit report, or verifying the information you provide against third party databases or through other sources. You further agree to cooperate in any investigation by SiteScout or any party acting on SiteScout"s behalf.
Updating information. You agree that all information that you provide in creating your Account is true, accurate, complete and current. If any of the information in your Account is, or becomes, incorrect or out-of-date, you must immediately correct and/or update such information.
Ad server tags. SiteScout must enable your Account to use ad server tags before you will be able to do so. You are not permitted to upload or use any ad server tags on the Service, except for ad server tags provided by SiteScout.

3. Billing & Payments

Funding your Account. You must fund your Account, and have the payment processed by SiteScout, before you will be permitted to access the Services to purchase Ad inventory. You can fund your Account by credit card or wire transfer. There is a minimum payment of $500 USD each time you fund your Account. For credit card payments, SiteScout does not accept payments over $10,000 USD. You are responsible for confirming the accuracy of all information that you provide for each payment (including contact information, payment amounts, credit card numbers and expiry dates, and wire information, as applicable).

Once you have depleted the entire balance in your Account, you will be required to re-fund your Account before you can access the Services to purchase any more Ad inventory. Your ability to purchase and/or deliver Ads, in such case, will once again be restricted until the payment has been processed and posted to your Account.

If your Account balance is less than that required for the Services you wish to purchase, the contemplated transaction may not be completed. If the transaction is not completed, SiteScout will not be liable to you or to any third party, for any Loss suffered as a result of such incomplete transaction.
Ads may not be purchasable immediately. You will not be permitted to bid on and purchase any Ad inventory, until after the funding payment has been processed and the funded amount has been credited to your Account. Processing of payments is dependent upon third party providers; as such, SiteScout can make no guarantees as to how long it will take to process a payment and post funds to your Account. If you use a credit card, the funding payment is usually processed and credited to your account immediately. If you send a wire transfer, the processing and posting of funds to your Account may not be immediate; but, it usually takes no more than a few days.
SiteScout may impose new limits. SiteScout may, at its discretion, change the limits, or impose new restrictions, on the amount that you are permitted to deposit, or required to maintain, in your Account.
Purchases non-refundable. Once the bid that you place on Ad inventory is accepted, you have purchased such Ad inventory. All Ad inventory that you purchase is non-refundable.
Your responsibilities. SiteScout is entitled to act on instructions received from your Account. You are solely responsible for ensuring the accuracy of all information you provide in accessing the Service (including the entering of bidding amounts and criteria, and URLs).
You must diligently protect your Account password and take all measures to prevent unauthorized access; you will be solely responsible for any unauthorized usage. SiteScout recommends that you use a "strong" Account password (i.e. a password with mixed upper and lower case letters, numbers and symbols, that is at least eight characters long), and change your Account password regularly.

If your Account has been compromised or is being used in an unauthorized manner, you must immediately notify SiteScout. You should regularly log into your Account and review the details of your spending to ensure that there has not been an unauthorized transaction or other error.
Payment of fees. All fees for Ad inventory purchases you make will automatically be deducted from the balance in your Account. These Ad inventory purchases are calculated using SiteScout"s statistics and data; if these differ from any other statistics or data, SiteScout"s measurements will prevail.
Taxes. You are responsible for all duties, tariffs and taxes related to your use of the Services and any of the Websites.
Security interest. To secure the performance of your obligations under this Agreement, you grant to SiteScout a lien on, and security interest in and to, the funds held in your Account.

4. Ad Content

Submission requirements. You must ensure that all Ads that you submit for publishing comply with:
1. SiteScout"s technical requirements (as posted on the Websites or the Services from time to time);
2. the applicable publisher"s rules (as posted on the Websites or the Services from time to time);
3. the Ad Policies (as set out in Schedule A); and,
4. any other policies that SiteScout creates from time to time.
All of the aforementioned may change over time; you are required to review all of these on a regular basis to ensure on-going compliance.
Publisher"s rules. You must ensure that all of your Ad campaigns comply with the applicable publisher"s rules regarding the type of advertising that may be shown on their website. If you are uncertain as to whether your Ad meets the publisher’s guidelines, you should contact a SiteScout representative prior to placing your Ad in order to avoid interruptions, penalties or Account suspension or closure.
Ads subject to review. In order to protect the integrity of the publisher"s website, every Ad must first be approved by SiteScout before you will be permitted to begin displaying such Ad. To increase the likelihood that your Ad will be approved, you should ensure that the Ad: fits within the size parameters specified; and, complies with all of the applicable submission requirements.
Infractions. SiteScout may periodically review Ads to ensure on-going compliance with submission requirements, even if an Ad has already been approved. SiteScout reserves the right to remove any Ads it feels are non-compliant with such submission requirement or that, in SiteScout"s opinion, damage the integrity of the Website or the Services. In addition to removing an Ad, SiteScout may also suspend and/or delete your Account and/or any Ads that you have uploaded to the Services.
Maintain copies of all Ads. You are solely responsible for maintaining copies of all Ads that you post or store on the Services. SiteScout will not be liable to you, or to any third party, for the deletion or loss or, or damage to, your Ads.

5. Account Closing/Suspension/Deletion

Closing your Account. You can delete your Account at any time by providing SiteScout with written notice that you wish to do so. If you close your Account, SiteScout will refund the unused balance remaining in your Account, if any, minus an administrative fee equal to 15% of such remaining balance, within 30 days of receiving written instructions from you as where to refund the balance. You authorize SiteScout to deduct this administrative fee directly from any existing balance in your Account.
Deletion of your Account. SiteScout reserves the right, in its discretion, to delete (or refuse to enable) any Account, for any reason. If SiteScout deletes (or refuses to enable) your Account, SiteScout: is not obligated to provide you with a reason for its actions; and, will refund the full unused balance remaining in your Account, if any, within 30 days of receiving written instructions from you as where to refund the balance.
Deletion of your Account for breach. If you breach any of the terms of this Agreement, SiteScout may suspend or delete your Account. If SiteScout deletes your Account for breach of the terms of this Agreement, SiteScout will refund the unused balance remaining in your Account, if any, minus an administrative fee equal to 25% of such remaining balance, within 30 days of receiving written instructions from you as where to refund the balance. You authorize SiteScout to deduct this administrative fee directly from any existing balance in your Account.
Related Accounts. If SiteScout deletes your Account, for any reason, your right to access the Websites and the Services immediately terminates. You will not be permitted to open a new Account. If SiteScout suspect that you are operating, or associated with, a "related" Account (based on its analysis of subscriber data, account content and other information), SiteScout may terminate such "related" Account, as well.
Effect of deletion or closing. If your Account is deleted or closed, for any reason, your right to access the Websites and the Services immediately terminates. In such case, you must immediately destroy all copies of downloaded materials in your possession or control, and immediately cease accessing the Website and Services.
SiteScout"s right to terminate. Notwithstanding any other provision in this Agreement, SiteScout reserves the right, without any notice or liability to you, to:
1. terminate this Agreement and/or revoke your right to access the Websites and/or the Services, or any portion thereof, for any or no reason;
2. block or prevent you from accessing the Websites and/or the Services, or any portion thereof;
3. change, suspend or discontinue any aspect of the Websites and/or the Services, or any portion thereof, either temporarily or permanently, at any time or from time to time; and,
4. impose limits on the Services, or your ability to access the Websites and/or the Services;
all without notice or liability to you, or to any third party.

6. Intellectual Property

User Content. You are solely responsible for all of the information, content and Ads that you upload to or through, or serve using, the Services ("User Content"), including with respect to the User Content"s quality, accuracy, legality and appropriateness. SiteScout will not be liable for any loss or damage your User Content may cause to you or others.
User Content license. SiteScout needs the right to use your User Content to the extent necessary to provide you with the Services, now and in the future. For example, if you upload an Ad and request that SiteScout serve it to a particular website using RTB"s ad server functionality, SiteScout requires a license from you to do so. Therefore, by posting or distributing User Content to or through the Services, you:
1. grant to SiteScout, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from, such User Content, solely in the manner and for the purposes for which the Services are used from time to time; and,
2. represent to SiteScout that you have the lawful right to post and distribute that User Content to or through the Services and, in doing so, you are not violating the terms of this Agreement, the terms of any other agreement, or the rights of any person or entity.
Backup your User Content. You are responsible for backing up, to your own computer or other device, all User Content that you upload to, or access via, the Service. SiteScout does not guarantee or warrant that any User Content you upload to, or access through, the Service will not be subject to inadvertent damage, corruption or loss.
SiteScout Property. "SiteScout", "SiteScout.com" and all logos related to the Website and Services are, and remain, trade marks of SiteScout and/or its licensors; you may not copy, imitate or use any of these without SiteScout"s prior written consent.

In addition, all page headers, custom graphics, button icons, and scripts are service marks, trade marks, and/or trade dress of SiteScout and/or its licensors; you may not copy, imitate, or use any of these without SiteScout"s prior written consent.

You acknowledge and agree that all right, title and interest in and to the Website, any content thereon, the Services, the technology related to the Services, and any and all technology and any content created or derived from any of the foregoing, is the exclusive property of SiteScout and/or its licensors and is protected by applicable intellectual property and other laws. Other than as explicitly set out in this Agreement, SiteScout grants you no license (implied or otherwise), and you may not use the Websites or the Services except pursuant to the express rights granted herein.

7. Disclaimer

NO REPRESENTATIONS OR WARRANTIES. THE WEBSITES AND THE SERVICES ARE PROVIDED TO YOU BY SITESCOUT ON AN "AS IS" AND "AS AVAILABLE" BASIS. SITESCOUT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITES OR THE SERVICES OR THE INFORMATION, CONTENT OR MATERIALS ON THE WEBSITES OR THE SERVICE. SITESCOUT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE WEBSITES OR THE SERVICES OR THE INFORMATION, CONTENT OR MATERIALS ON THE WEBSITES OR THE SERVICE. SITESCOUT DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE OF ERRORS, VIRUSES OR INTERUPTIONS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITES AND THE SERVICE IS ENTIRELY AT YOUR SOLE RISK.
Internet inherently insecure. The internet is an inherently insecure medium and the transmission of data over the internet (such as sending an email or logging onto a website) is subject to possible loss, interception or alteration while in transit. Accordingly, SiteScout does not assume any liability for any damage you may experience or costs you may incur as a result of any loss, interception or alteration of transmissions over the internet. While SiteScout takes commercially reasonable efforts to safeguard the privacy of your information, and will treat such information in accordance with its Privacy Policy, in no event will the information you provide be deemed to be confidential, create any fiduciary obligations to you on SiteScout"s part, or result in SiteScout being liable to you if such information is inadvertently released to, or accessed by, any third parties.
Limitation of liability. Under no circumstances (including negligence, gross negligence, negligent misrepresentation and fundamental breach) will SiteScout, or its affiliates or related companies, or any of their respective directors, officers, employees, consultants or agents, be liable to you or any third party, for any direct, indirect, incidental, special or consequential damages, injury, claim, cost, expense, liability, proceeding or loss (including legal fees) (collectively, a "Loss") that result from your access of, or your inability to access the Websites or the Services, or the transmission of confidential or sensitive information over the internet. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither SiteScout, nor its affiliates or related companies, nor any of their respective directors, officers, employees, consultants or agents, will be liable for any defamatory, offensive or illegal conduct of any user, including you. To the extent this limitation on liability is prohibited, SiteScout"s sole obligation to you for all damages is limited to $500.00.
RTB. If the RTB"s ad server functionality fails to serve your Ads as required, SiteScout will reimburse you for the amounts that you paid to SiteScout for the Ads that were not served. In no event will SiteScout be liable to you (or any other party) for any special, direct, indirect, incidental or consequential damages of any kind whatsoever (including loss of profits, loss of business opportunities, costs of substitutes, legal fees and court costs) exceeding the amount that you paid to SiteScout for the Ads that were not served, even if such damages are reasonably foreseeable.
Conversion pixels. SiteScout provides you with "conversion pixels" to track certain statistics related to your Ads (including the number of conversions, eCPA, revenue and conversion rates). You are responsible for correctly installing and using these "conversion pixels" in the manner specified. SiteScout makes no representations or warranties with respect to the accuracy of the information collected by such "conversion pixels" or the data derived from such information.
No obligation to review. SiteScout is not obligated to review the content or form of any User Content that you submit to, or through, the Services. Although SiteScout is permitted to review such User Content (as set out herein), SiteScout will not be liable to you or to any third party for its failure to do so.
Results. SiteScout makes no representations to you in respect of expected impressions, timing of delivery, revenue or any other anticipated benefits related to your access of the Services.

8. General

Your indemnity. You agree to defend, indemnify and hold SiteScout, and its directors, officers, employees, consultants and agents harmless from Loss arising out of your access of the Website and/or the Services, including any Losses resulting from any person claiming that your User Content infringes upon their intellectual property rights or caused them Losses in any manner, or your breach of this Agreement.
Confidentiality. You must keep all information and data made available to you through the Services (including publisher information, publisher website statistics and inventory prices) strictly confidential, and not use such information and data for any purpose other than your own internal use.
Privacy Policy. Please refer to SiteScout"s privacy policy, available at www.sitescout.com/privacy ("Privacy Policy") for information on how SiteScout collects, uses and discloses your personally identifiable information. By using the Services, you agree to SiteScout"s use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
Suggestions. SiteScout does not pay for any suggestions regarding the Website or the Services, or any improvement to processes, procedures, marketing or any other matter (collectively "Suggestions"). Any Suggestions that you submit to SiteScout will become the property of SiteScout. SiteScout will not: compensate you for any such Suggestions; have any obligation of confidentiality with respect to any such Suggestion; or, be liable to you for any use or disclosure of any such Suggestion. You grant SiteScout a royalty-free, irrevocable, unrestricted, non-exclusive, sublicensable, assignable, worldwide license to use, modify, copy, sublicense, transmit, publish, create derivative works from, publicly perform and display any Suggestions for any purpose, commercial or otherwise, without compensation or liability to you or to any third party.
No joint venture. No joint venture, partnership, employment or agency relationship exists or is created between you and SiteScout as a result of this Agreement or your access of the Website or Services.
Headings. The division of this Agreement into sections and subsections, and the insertion of headings, is for convenience of reference only; it is not intended to affect the construction or interpretation of this Agreement.
Definition of Include/Including. When used in this Agreement, "including" means "including without limitation" and "include" has a corresponding meaning.
Currency. Unless otherwise specified, all dollar amounts on the Website refer to US dollars and do not include duties, tariffs or taxes.
Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without SiteScout"s prior written consent. SiteScout may transfer or assign this Agreement, or any right or obligation under this Agreement, at any time, and is not required to provide you with notice of such assignment.
Enurement. This Agreement enures to the benefit of and binds you and SiteScout, and each of your and SiteScout"s respective heirs, executors, administrators, successors and permitted assigns, as applicable.
Severance. The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provisions of this Agreement, and any such invalid or unenforceable provision is deemed to be severable.
Force majeure. In addition to applicable disclaimers stated above, SiteScout"s performance under this Agreement is excused in the event of interruption and/or delay due to, or resulting from, causes beyond its reasonable control, including acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, flood, earthquake, explosion, embargo, acts of terrorism, power failure, equipment failure, industrial or labour disputes or controversies, acts of any third party data provider(s) or other third party information provider(s), third party software, or communication method interruptions.
Notices. SiteScout will provide you with any required notice by: posting it on the Website; emailing it to the email address listed in your Account; or, mailing it to the street address listed in your Account. Such notice is deemed to have been received by you immediately upon it being posting to the website or sent to you by email (unless we receive notice that the email was not delivered). If notice is sent by mail, it is deemed to have been received by you three business days after it is sent.

You will provide SiteScout with any required notice by emailing it to legal@sitescout.com. You must request and obtain a delivery receipt that verifies the email has been delivered.

Changes to Agreement. SiteScout has the rights to modify, add or remove any terms or conditions of this Agreement ("Changes"). You will be notified of any Changes through a posting on the Website, a notification in the Services or via email. All Changes are effective immediately upon posting ("New Effective Date"). The most recent version of this Agreement can always be found at www.sitescout.com/legal. This Agreement was last modified on March 16, 2011. You agree to review this Agreement from time to time. Any subsequent use by you of the Services following the New Effective Date constitutes your acceptance of all such Changes. If you do not agree to any or all of the Changes, you must stop using the Services immediately and notify SiteScout via email at: legal@sitescout.com.
Arbitration. Any dispute or controversy between you and SiteScout will be resolved by arbitration. Such arbitration will be conducted by a single impartial arbitrator. If you and SiteScout cannot agree upon the arbitrator to preside, the arbitrator will be appointed by a Judge of the Ontario Court of Justice (General Division) sitting in the Judicial District of Toronto Region upon application by either you or SiteScout. The arbitration will be held in the Municipality of Metropolitan Toronto and the procedure to be followed will be as agreed to by the parties or, failing such agreement, as determined by the arbitrator. The arbitrator has the power to proceed with the arbitration and to deliver his/her award notwithstanding the default by either you or SiteScout in respect of any procedural order made. The decision arrived at by the arbitrator, howsoever constituted, is final and binding and no appeal lies therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

Jurisdiction. The Website and the Services are controlled and operated by SiteScout from its offices in Toronto, Ontario. You and SiteScout both benefit from establishing a predictable legal environment in regard to the Website and the Services. As such, you and SiteScout agree that: (i) this Agreement is created in Toronto, Ontario; and, (ii) all disputes, claims or other matters arising from, or relating to, your access of the Website or the Services are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein (subject to the Arbitration provisions of this Agreement).

SCHEDULE A

SITESCOUT"S AD POLICIES

Discernable brand. All Ads must have a meaningful and easily discernable brand or product offering attached to them.

Ads must open new window. All Ads must open a new window or tab, rather than navigate the user away from the publisher"s website.

Prohibited Ads. In addition to restrictions set out in the SiteScout Terms of Use, you are prohibited from uploading or posting any Ads that:

portray or imply partial or complete nudity, pornography or adult content;
promote gambling (whether paid or free);
offer sweepstakes, give-aways, quizzes, surveys or games;
promote P2P, bit torrent or other websites that facilitate illegal file sharing;
promote proxy sites facilitating anonymous web browsing;
promote any multi-level marketing schemes (such as pyramid or ponzi schemes); or,
promote websites enabling or permitting illegal activities or facilitating copyright infringement.

Compliance with laws. You warrant that all Ads comply with all applicable laws (including the U.S. Can-Spam Act).