MGID User Agreement and Terms of Service (TOS)
1. User's Relationship with MGID
- 1.1. The User's use of the MGID website, services and information provided by the MGID website is subject to the terms of the following Terms of Service Agreement (TOS) between the User and MGID.
- 1.2. The User is defined as anyone who uses the MGID website and any information and services provided by MGID.
- 1.3. The MGID website refers to the Internet site with the address MGID.com as well as banners and advertisements on other websites with a hyperlink(s) to MGID.com.
- 1.4. MGID ""services"" refers to the ability that MGID gives Users to publicize ads on the MGID website in the form of an article caption (or post), short description and picture with a link to the website where this article is published. MGID doesn't create, write, or publish news stories or articles.
- 1.5. The MGID website, services, and information will be referred to collectively as the ""Services"" in this document excluding any additional services provided to the User by MGID under a separate written agreement.
- 1.6. MGID reserves the right to change the Terms of Service (TOS) without notifying the User.
2. Accepting the Terms
- 2.1. In order to use the Services, the User must first agree to the Terms of Service (TOS). The User may not use the Services if he/she does not accept the TOS. If the User is already using the Services, but the User has not accepted the TOS, then the User must stop using MGID's Services immediately.
- 2.2. The User can accept the Terms of Service simply by using the Services. In this case, the User understands and agrees that MGID will treat his/her use of the Services as acceptance of the Terms of Service from that point onwards.
3. Use of Services by the User
- 3.1. MGID enables the User to create ads from the articles published at the original website where the news and articles were published. The content of the ad's post/caption/announcement/headline/hyper-link/photo (hereafter referred to as "Link") may differ from the content of the article for which the link was made.
- 3.2. In any Link, the User can use any picture or image which is published on the same page of the website where the original article is published and is relevant to the article. This picture or image will be published as a thumbnail. The User who publishes the Link and the website where the aforementioned article was published bear complete responsibility for any infringement of a third party's copyright (copyright of the person(s) or organization(s) who created or owns the content of the article or photo) if such an infringement of copyright occurs.
- 3.3. In a Link, the User is allowed to use any picture or image which is NOT published on the same page of the website where the publicized article is published. In this case, the picture or the image must be taken from open resources only (licensed free resources) and will be published as a thumbnail in the Link.
- 3.4. The content of the picture or image in a Link may differ from the topic of the Link's caption, from the Link's short description, from the original article's caption, and from the content of the original article. The person(s) shown in the photo in the Link may differ from the person(s) shown or mentioned in the article. The picture used in the Link may be unrelated to the content of the original article.
- 3.5. The User understands and agrees that he/she is responsible for any information, data, written text, pictures, images, video and other content (hereafter referred to as "Content") which he/she publishes on the internet using the Services of MGID. This means that only the User (and not MGID) bears full responsibility for all Content which the User publishes, uploads, sends, transfers, receives, shares or otherwise makes public using the Services of MGID. MGID does not monitor the Content published, posted, uploaded, sent, transferred, received, or shared with its Services and, therefore, does not guarantee the accuracy, completeness, comprehensiveness or quality of any Content. The User understands that while using the Services of MGID he/she might come into contact with Content that could seem offensive, indecent or objectionable. MGID is not responsible for any Content created by the use of the Services by any User under any circumstances.
- 3.6. The User agrees that MGID is not obliged to check any of the Content before it is published. The User also agrees that MGID has the right (but shall have no obligation) to refuse or remove any or all Content (which is available through the Services of MGID) at its own discretion. The User agrees that MGID is not liable for the accuracy, reliability, completeness or usefulness of the Content displayed on the site or through the MGID Services.
- 3.7. The User agrees and understands that he/she uses the Services at his/her own risk.
- 3.8. The User takes into account that MGID Service technology may require sending Content (which the User wants to publish) through a computer network or changing the Content in order to meet specific technical requirements.
- 3.9. The User agrees NOT to use the Services to:
- a. post, upload, email, transmit, share or otherwise make public any Content which is recognized as illegal, harmful, threatening, immoral, slanderous, infringing upon someone's copyright, popularizing violence and/or any sort of discrimination (racial, ethnic, sexual, social or any other sort of discrimination), and/or insulting a particular person or organization;
- b. infringe upon the rights of minors and/or cause any sort of harm to minors;
- c. discriminate against minorities;
- d. give untruthful information about his/her identity or identify himself/herself as a representative of an organization/company (including introducing himself/herself as a MGID representative, MGID employee, MGID forum moderator, or MGID owner) without having the right to do so, and to offer any false representation of the properties and/or characteristics of other persons, entities, companies, or products;
- e. post, upload, email, transmit, share or otherwise make public any Content which is forbidden to post, upload, email, transmit, share or otherwise make public according to the law or a contractual agreement with a third party;
- f. post, upload, email, transmit, share or otherwise make public any Content which affects a third party's license, trademark, commercial secret, copyright or any other sort of possessive rights (rights of ownership);
- g. post, upload, email, transmit, share or otherwise make public any Content which encourages/propagandizes ethnic strife, incites violence against a certain person(s) or group of people, violence against animals, and/or encourages the abuse of law;
- h. post, upload, email, transmit, share or otherwise make public any Content which contains computer viruses, threats or other codes, files, or software which are intended to harm, destroy or restrict the functionality of any hardware or software, or which can be used for unauthorized access/data trespassing, or which contain serial numbers for licensed software, cracked software, logins, passwords or other tools for unauthorized access to any licensed protected software or data on the Internet;
- i. abuse of any local, state or international laws;
- j. collect and store the private data of other users;
- k. engage in the unauthorized use of advertising, commercial or promotional content without an agreement with, or permission from, the concerned party;
- l. post, upload, email, transmit, share or otherwise make public any content containing crude or offensive words, phrases or sentences;
- m. post, upload, email, transmit, share or otherwise make public any Content, which contains nudity or pornography.
- 3.9.1 MGID reserves the right (but shall have no obligation) to refuse or remove any or all Content from the Services at its own discretion if the said Content does not meet the requirements of the Terms of Service. MGID is not obliged to notify the User of the reasons for removing or rejecting any Content.
- 3.9.2 Detecting any type of security violations, such as malicious URLs, malware files, phishing attempts, pop-ups which prevent users from exiting the browser, automatic downloads or redirects; or any brand safety violation issues will lead to the immediate blocking of your account and freezing all funds on your balance.
4. Non-commercial Use
- 4.1. The User agrees not to reproduce, copy, sell or use for commercial purposes any parts of the Services, not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by MGID, unless the User is granted special rights by MGID specifically in order to do so. MGID doesn't bear any responsibility for any legal agreements between the User and any other third parties.
- 4.2. The User agrees to refrain from trying to crack any of MGID's software or data or to decompile the MGID software source codes used in the Services with the intention to install it on his/her PC, phone, pocket PC or other electronic device.
- 5.1. MGID is not responsible for any delays, failures, incorrect or untimely publications, or the removal or loss of any data.
- 5.2. The User agrees that MGID may make changes to the rules and restrictions of use from time to time with or without notification of the User.
- 5.3. The User agrees that any Content published with the MGID Services as open Content can be used by MGID at its own discretion for its own purposes and the User cannot claim compensation (monetary or otherwise) from MGID for doing so.
6. Proprietary Rights
- 6.1. The User acknowledges and agrees that all MGID Services and software are protected by copyright, trademark, license, intellectual property laws and any applicable laws of the United States of America, laws of other countries and/or international laws.
- 6.2. MGID gives the User a personal, non-assignable and non-exclusive license to use the software provided to him/her by MGID as part of the Services. The User may not (and may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. The User agrees that he/she will not reproduce, duplicate, copy, sell, trade or resell the software provided to him/her as a part of the Services for any purpose and also will not modify the Services for any purpose.
- 6.3. Unless the User has agreed otherwise in writing with MGID, the User may not use objects of MGID intellectual property (such as logos, trade names, trademarks and other brand features, MGID website content etc.).
7. Exclusion of Warranties
- 7.1 MGID does not guarantee to the User that his/her use of the Services will be uninterrupted, timely, secure or free from error.
- 7.2 MGID does not bear responsibility for the Content created and displayed by other Users through the Services.
- 7.3 The User is solely responsible for any breach of any sort of third party rights.
- 7.4 If the use of the Services by the User results in complaints or claims from a third party addressed to MGID concerning the breach of their rights (including copyright infringement or a person(s) depicted in the photos in the Content who does not want the images to be used in the Services) the User is held fully responsible and must take actions on her/his own to satisfy such claims and complaints.
- 7.5 MGID may (but has no obligation to) review, modify or remove Content published by the User.
- 7.6 MGID is not liable to the User for any loss of information which the User publishes on or with the Services of MGID.
- 7.7 The User understands and agrees that:
- a. The Services are provided "as is". MGID does not guarantee that the Services will accommodate or fulfill the User's purpose(s) for using them;
- b. MGID does not guarantee that the Services will meet the User's requirements or expectations; that the Services will be uninterrupted, timely, secure or free from error; that any information obtained by the User as a result of his/her use of the Services will be accurate or reliable; that the quality of any product, information, etc. obtained by the User as a result of his/her use of the Services will meet the User's expectations; that defects in the operation or functionality of any software provided to the User as part of the Services will be corrected;
- c. The User understands that he/she uses the information obtained through use the Services at his/her own risk;
- d. MGID is not liable to the User for any direct or indirect losses which may be incurred by the User due to the availability or unavailability of the Services or the behavior of a third party concerning the Services;
- e. The Services may include hyper-links to other websites or content or resources. The User acknowledges and agrees that MGID is not responsible for the availability of any such external sites or resources, for their content, and/or for any loss or damage which may be incurred by the User as a result of his/her use of such external sites or resources.
8. Other General Legal Terms
- 8.1 Unless the User has agreed otherwise in writing with MGID, all complaints, claims, requests, questions and other inquiries must be addressed to [email protected]
- 8.2 The Terms of Service (TOS) is a binding agreement between the User and MGID, which regulates the User's use of MGID's Services.
- 8.3. These Terms of Service, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the laws of the State of New York (USA) and any actions resulting to be performed within the State of New York, and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. The proper venue for any disputes arising out of or relating to any of the same will be the State and/or Federal Courts in New York County, New York. The prevailing party in any action arising out of this ToS shall be entitled to an award of its costs and attorneys' fees.
- 8.4. When using MGID Services that are free, the user agrees that consumer protection laws are not applicable to the Terms of Service.
- 8.5 Nothing in the TOS can be recognized as an establishment of friendship, business partnership, employment, representative relations or any other sort of relationship between the User and MGID which is not directly described under the Terms.
- 8.6 If any part of the TOS is proved to the satisfaction of a jury as being invalid or as having a non-binding nature, the rest of the Terms of Service will still remain binding.
- 8.7 If the User (or any other users) breaks the Terms of Service and MGID does not act to protect its interests, this does not mean that MGID cannot decide to prosecute any offender in the future.
9. User Registration Obligations
- 9.1 In consideration of your use of the MGID Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving the MGID Services under the laws of the United States or other applicable jurisdiction.
- 9.2 As a condition to using Services, you are required to register with MGID and select a password and screen name (MGID User ID). You shall provide MGID with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your MGID account. You may not
(i) select or use as an MGID User ID a name of another person with the intent to impersonate that person;
(ii) use as an MGID User ID a name subject to any rights of a person other than you without appropriate authorization; or
(iii) use as an MGID User ID a name that is otherwise offensive, vulgar or obscene. MGID reserves the right to refuse registration of, or cancel an MGID User ID in its discretion. You shall be responsible for maintaining the confidentiality of your MGID password.
- 9.3 Services are available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.
- 10.1. You agree not to disclose MGID Confidential Information without MGID's prior written consent. MGID Confidential Information includes without limitation:
- a. all MGID software, technology, programming, specifications, materials, guidelines, and documentation;
- b. click-through rates or other statistics relating to MGID and this Agreement; and
- c. any other information designated in writing by MGID as "Confidential" or an equivalent designation.
- 10.2. MGID Confidential Information does not include information that has become publicly known through no breach by You or MGID, or information that has been
- a. independently developed without access to MGID Confidential Information, as evidenced in writing;
- b. rightfully received by You from a third party; or
- c. required to be disclosed by law or by a governmental authority.
11. Respect of other Internet Users
- 11.1 The Users and MGID agree to respect the rights of other Internet users (whether they use the MGID Services or not), be polite to each other, follow the code of ethics and the traditions of Internet use, and agree not to use MGID Services with the aim to abuse morals and/or ethics in any way.
12. Content license from the User
- 12.1 Unless agreed otherwise, the User retains the copyright and any other rights he/she already holds in the Content, which he/she submits, posts or displays on or through the Services. The User is solely responsible (as established by the current law of the United States of America) for the use of Content which does not belong to him/her and for the breach of any third party copyright. If the User is found to have published Content which does not belong to him/her, it will be removed at the first request of the owner of the content (or the person(s)/entity effected).
13. Violation of the Terms
- 13.1 The User is requested by MGID to report any violation of the Terms to [email protected] The report should include as many details as possible. Hyperlinks to specific statements/comments would be the most significant and would hasten the processing of the report.
- 13.2 Compliance with these provisions is essential for the operation of the MGID Network. In the event of a serious breach of this Terms, MGID reserves the right to take further legal steps in addition to terminating the agreement. If you violate these provisions and if third parties may hold MGID liable for such violation, MGID is entitled to demand from You to indemnify us against all costs and expenses that may incur as a result of the breach. Such costs include, in particular, the compensation of damages of third parties and reimbursement of further expense.
14. Service Interruption and Force Majeure
- 14.1 MGID may temporarily suspend the availability of the Services to carry out scheduled hardware and software tests and/or updates (or any other necessary technical tasks). The User will be sent a notification about the start of such tasks one hour in advance along with information about when the task(s) will be finished.
- 14.2 In case of a force majeure, MGID software/hardware failures or breakdowns, failures or breakdowns of the hardware/software of MGID's partners (including failures and breakdowns which occur due to the actions of a third party) the provision of the Services may be interrupted without notification of the User.
15. Consideration of a Claim
- 15.1 All claims from a User(s) concerning his/her relationship with MGID will be considered in the follow way:
- a. If the User is certain that his/her rights or interests have been infringed upon due to the actions of MGID, then he/she is requested to send his/her claim to [email protected] The personal information (e.g. name, surname, e-mail) which was provided during the User's registration should be included in the claim;
- b. The claim will be considered by MGID within 5 business days from the day the claim is received, and the User will be sent a letter from MGID with a decision on his/her claim. The letter will be sent by e-mail to the email provided by the User in the claim;
- c. In case the User is not satisfied with the decision for his/her claim, it will be considered according to these Terms of Service;
- d. Unidentified claims will not be considered. If personal information is included in the claim, but it is impossible to identify the User on the basis of the information provided, then the claim will not be considered.
16. Changes to the Terms
- 16.1 MGID may make changes to the TOS without notifying the User.
- 16.2 The changes to the TOS take effect 3 days after they are displayed at mgid.com/pages/agreement.html.. The changes can take effect later than 3 days after being posted, and, in this case, the details about when they will take effect will be provided.
- 16.3 The User understands and agrees that if he/she uses the Services after the date on which the Terms of Service have taken effect, MGID will treat his/her use of the Services as acceptance of the updated Terms of Service. If User does not agree with any changes made to the Terms, then he/she must stop using the Services immediately.
17. Changes to the Law
- 17.1 MGID may make changes to the Terms of Service according to changes made to the laws of the United States of America, and/or other countries or international laws (if such changes to law occur) if these changes to the law affect MGID or its Services.
18.Special Provisions Applicable to Advertisers
- 18.1 The User may buy ads on MGID website. The following special terms apply to the User that places an order through MGID’s online advertising portal:
- a. User’s ads should fully comply with MGID Terms of Service.
- b. All payments will be calculated based on MGID’s tracking system.
- c. MGID does not state or guarantees that the ads placed by the User will receive any number of intended clicks. >
- d. MGID is not responsible for the people that interact with User’s ads, and is not responsible for click fraud or other improper actions that affect the cost of running ads.
- e. User can cancel the Order at any time through our online portal, considering that it may take up to 48 hours before the ad stops running. User is responsible for paying for those ads.
- f. MGID can use User’s ads and related content and information for marketing or promotional purposes.
- g. User will not issue any press release or make public statements about User’s relationship with MGID without prior written permission of MGID.
- h. All ads are subject to our review and approval. We reserve the right to reject, remove, or change the format of any ad in our sole discretion for any reason. We also reserve the right to request modifications to any ad, and to require factual substantiation for any claim made in an ad.
- i. If User is placing ads on someone else's behalf, MGID needs to make sure that User has permission to place those ads, including the following:
- User warrants having legal authority to bind the advertiser. User agrees that if the advertiser violates MGID Terms of Service, MGID may hold User responsible for that violation.
19. Special Provisions Applicable to Publishers
- 19. The User may act as a Publisher of ads from third-party advertisers, or his own ads, for display on the MGID’s Network via the MGID platform and services that allow for delivery of ads. The following special terms apply to the Publishers:
- 19.1. If the User is admitted as Publisher, he will be paid the percentage of Adjusted Gross Revenue indicated on the applicable Insertion Order (in the absence of the contrary provision). Such payments shall be made within the number of days of the end of the calendar month indicated on the applicable Insertion Order. All payments will be calculated based on MGID’s tracking system.
- 19.2. As a condition of the Publisher's use of the MGID’s services, the Publisher shall not use the services for any purpose, or in connection with any application, that is unlawful or prohibited by these Terms. The Publisher is responsible for complying with all applicable rules, laws, and regulations.
- 19.4. Limitation and prohibitions. Publisher may not: (i) edit, modify, truncate, filter or change the order of Content Recommendations; (ii) obscure, modify or redirect Users away from a Destination Page, (iii) minimize, remove or otherwise inhibit the full and complete display of the advertising materials; (iv) artificially inflate clicks on Content Recommendations, or encourage or require any person to click on Content Recommendations using incentives or other methods; (v) remove, deface, obscure, or alter any notices of intellectual property rights included in the advertising materials; (vi) ) use the services for any purpose not authorized by MGID; vii) usage of non-human traffic (including crawlers and parsers). Such traffic will not result in any revenue accrual; viii) usage of auto-refresh will not result in any revenue accrual and is considered as material violation of present agreement.
- 19.5. Publisher will not deploy the advertising on any properties that display adult, obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities. MGID reserves the right in its sole discretion to disable the it’s services on any property at any time.
- 19.6. MGID’s system will automatically adjust ads size, appearance, and format to fit available ad spaces. We may periodically change/transform ads format based solely on our advertising goals.
- 19.7. All payments will be calculated based on MGID’s tracking system. Ad unit should be fully loaded on a page in order for MGID to count an impression. Webpage visits that last less than 3 seconds will not be counted toward Publisher's revenue calculation.
No agency, partnership, joint venture, or employment is created as a result of the Terms of Service and you do not have any authority of any kind to bind MGID in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. MGID shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond MGID's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Service is not assignable, transferable or sublicensable by you except with MGID's prior written consent. MGID may transfer, assign or delegate the Terms of Service and its rights and obligations without consent. Both parties agree that the Terms of Service is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Service, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.