RHOMBUS PUBLISHER DASHBOARD USER AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. IT GOVERNS YOUR ACCESS TO AND USE OF THE Rhombus Publisher Dashboard website (the "Dashboard").
BY ACCESSING THE DASHBOARD, YOU AGREE TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, YOU MUST PROMPTLY CEASE ALL USE OF THE DASHBOARD.
1. About The Dashboard.
The Dashboard is a web portal that facilitates your access to and monitoring of the results of advertisements placed on your website(s) by Rhombus, including estimated earnings, Rhombus ad impressions, CTR, among other metrics. You are only authorized to access and use the Dashboard applicable to your website(s).
The Dashboard is provided for your information and convenience only. Your access to the Dashboard is governed by the Publisher Agreement attached to and made a part of the IO by and between you and Rhombus (the “IO”). The Dashboard is provided "as is.” Any final accounting of fees owed by Rhombus to you are governed under the IO and will be summarized in statements provided to you by Rhombus.
The Dashboard is provided by Rhombus , Inc. ("Rhombus", "we", or "us").
2. About this Agreement.
The limitations of this Agreement apply to the versions of the Dashboard that you access or use. You are only licensed to access the web pages and materials of the Dashboard provided for your website(s) and must use the Dashboard strictly in accordance with this Agreement and any guidelines published on the Dashboard.
3. Privacy & Security; Disclosure. The Dashboard’s privacy and security policies may be viewed at http://rhombusads.com/privacy and are incorporated herein by reference.
4. The Dashboard: License Grant and Restrictions.
License. Provided that you fully comply with this Agreement, we hereby grant to you, subject to the terms and conditions of this Agreement, a nonexclusive, non-transferable right and license to use the Dashboard solely for your internal business purposes consistent with the IO. All rights not expressly granted to you are reserved by us and our suppliers.
No Derivative Works. You may not modify or make derivative works of the Dashboard, the documentation therefor, nor rent, lease or otherwise distribute the access therefor. You may not copy any ideas, features, functions or graphics of the Dashboard or create a competitive service.
No Transfer of Rights. You shall not assign, sublicense, rent or otherwise transfer your rights under this Agreement without our prior written approval.
No Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Dashboard, directly or indirectly, in whole or in part or attempt to gain unauthorized access to the Dashboard or its related systems or networks.
Other Restrictions. You may not use the Dashboard to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail or multi-level marketing campaigns; (c) harvest user names or email addresses for any purpose; (d) restrict or inhibit any other user from using and enjoying its rights with respect to the Dashboard, interfere with or disrupt the Dashboard, or servers or networks connected to the Dashboard; or (e) violate any applicable government laws or regulations.
5. Use of The Dashboard. You are solely responsible for all activities occurring under your Dashboard user account including the activities of all parties that you allow to have access to the Dashboard. You are solely responsible for the contents, modification, management and/or deletion of any and all files and data used by you in conjunction with the Dashboard. Further, you are responsible to ensure that such files and data are used in accordance with all applicable local, state, national and foreign laws, treaties and regulations including those related to copyright, data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately any illegal activity that you become aware of; and (iii) not impersonate another Dashboard user or provide false identity information to gain access to or use the Dashboard.
6. Third Party Interactions. Through the Dashboard you may be linked to or interact with third parties including third party administrators. The Dashboard may contain links to third-party web sites that may be framed within the Dashboard, but that are not under our control. Please note that when you click on these links you are moving to another website. We make no representations about third-party websites. When you access a third party website, you do so at your own risk.
7. Ownership. Worldwide ownership of and all rights, title and interest in and to the Dashboard and the intellectual property imbedded therein, and all copies and portions thereof, including without limitation, all copyrights, patent rights, trademark rights, trade secret rights, inventions and other proprietary rights therein and thereto, are and shall remain exclusively ours and our suppliers. The only rights you acquire are the licenses set forth in this Agreement.
8. Trademarks. The Dashboard and the designs, trademarks and logos on the Dashboard are our trademarks or registered trademarks. All other trademarks and/or service marks are the property of their respective owners.
9. Access Restriction. We reserve the right to deny access to the Dashboard or any portion thereof to any user, in our sole discretion without notice. You are responsible for safeguarding the confidentiality of your password(s) and user name(s) created by you for use with the Dashboard, and for any use or misuse of your the Dashboard account resulting from any third party using a password or user name created by you.
10. Internet Delays. The Dashboard may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems.
11. Warranty Disclaimer. THE DASHBOARD AND ALL OF THE CONTENTS THEREOF ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO THE DASHBOARD, INCLUDING ALL CONTENTS THEREOF, THE ACCOMPANYING DOCUMENTATION, AND ANY ACCOMPANYING SUPPORTING MATERIALS. YOU EXPRESSLY ACKNOWLEDGE THAT THE DASHBOARD MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO EMPLOYEE, AGENT, RESELLER, DEALER OR DISTRIBUTOR IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY ADDITIONAL WARRANTIES. YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
12. Liability Disclaimer. YOU ARE SOLELY RESPONSIBLE FOR HOW THE OUTPUT FROM THE DASHBOARD IS USED BY YOU AND OTHERS. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR THE RESULTS OR WORK PRODUCT OBTAINED FROM YOUR USE OF THE DASHBOARD. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE OR OBLIGATED TO YOU IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, WE WILL NOT BE LIABLE TO YOU IN AN AMOUNT IN THE AGGREGATE GREATER THAN THE AMOUNT THAT IS RECEIVED BY US FROM YOU FOR YOUR USE OF THE DASHBOARD. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
13. Indemnification. You agree to defend, indemnify and hold harmless us, and our employees, officers, directors, licensors and affiliates from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from your violation of any warranty, representation or covenant under this Agreement, your infringement of any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), and/or the use or misuse of the Dashboard by you or any third party using your password(s) and/or user name(s). These obligations will survive any termination of your relationship with us.
14. Termination. The license granted herein is effective until this Agreement is terminated. This Agreement shall terminate immediately, without notice, in the event you (i) fail to comply with any of the terms and conditions set forth in this Agreement, or (ii) you cease using the Dashboard service and notify us thereof. Upon termination you must immediately cease all of your use of the Dashboard.
15. General. This Agreement embraces the full, complete understanding of the parties as to the subject matter hereof, and may not be altered or modified, except by written amendment or collateral agreement which expressly refers to this Agreement and which is duly executed by us and you. All prior representations, understandings and agreements regarding the subject matter hereof whether written or oral, expressed or implied, are superseded and shall be of no effect. In the event of conflicting provisions between this Agreement and a duly executed collateral agreement, the duly executed collateral agreement shall control. This Agreement shall be construed and governed in accordance with the laws of the State of New York. You acknowledge that a breach of this Agreement will cause irreparable and continuing damage to us for which money damages are insufficient, and we shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate). In the event of litigation between you and us concerning the Dashboard or any other item which is subject to this Agreement, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. No waiver by us of any breach or default by you of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.