Advertisers TOS

1. INTRODUCTION AND DEFINITIONS.

• 1.1 Welcome to MGID’s Terms of Service (“TOS”). MGID, Inc. (“Advertising Platform”) agrees to provide any user of MGID.com, Advertiser (defined in section 1.3(h) below) and, if applicable, Advertiser’s authorized users, access to the MGID.com, MGID’s Advertising Network (defined in section 1.3(s) below), and any other MGID affiliate(s) displaying these TOS (collectively “Sites” define in section 1.3(y) below) subject to your acceptance of and compliance with these TOS, and the terms and conditions of any applicable Insertion Order(s) that you or your Affiliate(s) enter into (collectively the "Agreement"). These TOS, together with the agreement components described in Section 1.4, constitute a binding agreement between the Advertiser and the Advertising Platform.
• 1.2 Acceptance and Modification of the TOS.

  These TOS apply to each Advertiser, Agency, Client, Authorized User, Agency User and other person accessing or using the Sites, the MGID Dashboard or the services of the Advertising Platform.

  An Advertiser shall be deemed to have accepted and agreed to be legally bound by these TOS by:

  • (a) clicking an "Accept", "Agree," or equivalent electronic acceptance mechanism;
  • (b) signing or electronically accepting an Insertion Order, Self-Service Advertising Agreement or other agreement that expressly incorporates these TOS; or
  • (c) after these TOS have been made available to the Advertiser, creating an account, accessing or using the MGID Dashboard, funding an account, configuring or launching an Advertisement Campaign, or otherwise accessing or using the MGID Advertising Platform or its services.

  Any individual accepting these TOS or any other part of the Agreement on behalf of an entity represents and warrants that such individual has full authority to bind that entity.

  By creating an account, clicking an acceptance mechanism, accessing or using the MGID Dashboard, funding an account, configuring or launching an Advertisement Campaign, or otherwise using the MGID Advertising Platform or its services, the Advertiser acknowledges and agrees that such action constitutes its legally binding electronic acceptance of these TOS and of any applicable Self-Service Advertising Agreement or Insertion Order that has been made available to and affirmatively accepted or confirmed by the Advertiser.

  The Advertiser consents to the use of electronic communications, electronic records and electronic signatures in connection with the Agreement and agrees not to contest the validity or enforceability of the Agreement solely because it was formed, accepted, signed, stored or communicated electronically.

  Electronic onboarding records, acceptance records, access logs, IP address records, audit logs, account activity records, payment and transaction records, campaign records and other related electronic data maintained by the Advertising Platform may be used as evidence of the Advertiser's acceptance, instructions, activity, transactions and use of the MGID Advertising Platform and its services. To the fullest extent permitted by Applicable Laws, such records shall constitute prima facie evidence of the matters recorded therein, subject to evidence of manifest error.

  The Advertising Platform may modify these TOS from time to time. The Advertising Platform shall provide notice of material modifications by email, through the MGID Dashboard or by another reasonable electronic method. The Advertising Platform may require an Advertiser, Agency, Client or Authorized User to affirmatively accept a modified version of these TOS before continuing to access or use the MGID Dashboard.

  Unless a different effective date is specified in the applicable notice, material modifications shall become effective seven (7) calendar days after notice. Modifications required by Applicable Laws, security requirements, fraud-prevention measures or urgent operational necessity may become effective immediately.

  Except where affirmative acceptance of a modified version is expressly required by the Advertising Platform, continued access to or use of the Sites, the MGID Dashboard or the services after the applicable effective date constitutes acceptance of the modified TOS. A person or entity that does not agree to the modified TOS must cease accessing and using the Sites, the MGID Dashboard and the services, subject to any payment, compliance or other obligations accrued before such cessation.

• 1.3 For the purpose of these TOS and the Agreement –

  • a. The term “Advertisement” shall mean information spread on the World Wide Web addressed to an indefinite number of consumers or visitors to attract public attention to the subject of the advertising, to influence the formation of an opinion regarding the subject of the advertisement, to maintain the public’s interest in the subject of the advertising, and to promote the subject of the advertising in the applicable market.
  • b. The term “Advertisement Campaign” shall mean the Advertiser’s or the Site’s user’s individual order to distribute the Content or the Advertisement via the MGID Advertising Platform on the MGID Advertising Network to generate Impression(s) as defined and controlled by any and all applicable Insertion Order(s) and section 3 – Campaign Details of these TOS.
  • c. The term “Advertising Campaign Budget” shall mean the sum the Advertiser or the Site’s user allocated towards an individual Advertisement Campaign via the MGID Dashboard or any and all applicable Insertion Order(s) and measured in the United States dollars unless specified otherwise in an applicable Insertion Order(s).
  • d. The term “Advertising Campaign Specifications” shall mean key Advertisement Campaign indicators such as but not limited to targeting information, tracking information, and Placement Instructions (Found in section 5 - PLACEMENT INSTRUCTIONS of these TOS) as inputted by the Advertiser into the MGID Dashboard and/or governed by any and all applicable Insertion Order(s).
  • e. The term “Advertising Campaign Term” shall mean the length of an individual Advertisement Campaign defined in days or months and specified by the Advertiser or the Site’s user via the MGID Dashboard or any and all applicable Insertion Order(s).
  • f. The term ‘Agreement’ shall mean the agreement components described in Section 1.4 of these TOS.
  • g. The term “Applicable Laws” shall mean the laws of the state of New York, Children's Online Privacy Protection Rule ("COPPA"), California Consumer Privacy Act and any other applicable federal, state and foreign laws or regulations, including, where applicable, laws and regulations governing artificial intelligence, digital services, data protection, privacy, advertising, and consumer protection.
  • h. The term “Advertiser” shall mean the entity accepting the Agreement, and/or the entity named in any and all Insertion Order(s), and any of its Affiliate(s) that execute any Insertion Order.
  • i. The term “Confidential Information” shall mean any information that includes technical information or plans concerning services provided by the Advertising Platform, services provided under this Agreement or services provided under these TOC and information disclosed by one party to the other party that is confidential or should reasonably be assumed to be confidential under the circumstances. Confidential Information does not include information that is:
    • i. generally known to the public through no fault of the Advertising Platform;
    • ii. rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality;
    • iii. independently developed by the receiving party without the use of the disclosing party’s information; and
    • iv. rightfully obtained by the receiving party from a third-party that has no duty of confidentiality to the effected party.
  • j. The term “Content” shall mean any Advertisement, graphical, textual, and/or auditory media which may include text, data, information, photos, images, graphics, audio or video linked to the appropriate landing URL and provided by the Advertiser or the Site’s user to the Advertising Platform visa the MGID dashboard.
  • k. The term “CPA” or “Cost Per Action” shall mean price paid by the Advertiser to the Advertising Platform each time a visitor performs a certain action as defined in the applicable Insertion Order and reported in the MGID Dashboard.
  • l. The term “CPC” or “Cost Per Click” shall mean price paid by the Advertiser to the Advertising Platform each time a visitor clicks on the MGID’s Ad Unit containing Advertiser’s or the Site’s user’s Content or Advertisement as measured and reported in the MGID Dashboard.
  • m. The term “CPM” or “Cost Per Thousand Impressions” shall mean price paid by the Advertiser to the Advertising Platform for one thousand Impressions as measured and reported in the MGID Dashboard.
  • n. The term “vCPM” or “Visible Cost Per Thousand Impressions” shall mean price paid by the Advertiser to the Advertising Platform for one thousand Impressions where at least fifty percent (50%) or more of the MGID’s Ad Unit was visible to the visitor as measured and reported in the MGID Dashboard.
  • o. The term “Fees” shall mean the net amount the Advertiser is obligated to pay to the Advertising Platform as compensation for the services rendered by the Advertising Platform under the conditions specified by the Advertiser or the Site’s user in the MGID Dashboard, found in these TOS, and/or contained in the corresponding Insertion Order(s).
  • p. The term “Final Report” shall mean an adjusted monthly report of activity for any and all Advertisement Campaign(s) provided by the Advertising Platform via the MGID Dashboard.
  • q. The term “Impression” shall mean one single display of the Advertiser’s or the Site’s user’s Content or Advertisement on the MGID Advertising Network.
  • r. The term “MGID’s Ad Unit(s)” shall mean the individual space(s) containing the Advertiser’s or the Site’s user’s Advertisement or Content distributed on the MGID Advertising Network via the MGID Advertising Platform.
  • s. The term “MGID Advertising Network” shall mean the Advertising Platform’s website(s), the Advertising Platform’s partners’ website(s), and/or any third-party website(s), domain(s), sub-domain(s), web page(s), digital propertie(s), application(s), utilitie(s), and/or platform(s) where the Advertising Platform’s Advertisers’ or Site’s users’ Content or Advertisement are displayed. The display of the Advertising Platform’s Advertisers’ or Site’s users’ Content or Advertisement on a third-party website domain(s), sub-domain(s), web page(s), digital propertie(s), application(s), utilitie(s), and/or platform(s) does not necessarily indicate any relationship or affiliation between the Advertising Platform and those sites or applications.
  • t. The term “MGID Advertising Platform” shall mean the Advertising Platform’s proprietary technologies for monetizing online traffic with the platform serving as the broker or intermediary between the Advertiser and any publisher.
  • u. The term “MGID Dashboard” shall mean the Advertising Platform’s management tool for administration of the Advertisement Campaign(s) and the Advertising Platform’s proprietary analytics dashboard.
  • v. The term “Placement” shall mean the Advertiser’s or the Site’s user’s Content or Advertisement insertion into the MGID Advertising Platform through individual MGID’s Ad Unit(s) on the MGID Advertising Network and governed by section 5 - PLACEMENT INSTRUCTIONS of the TOS.
  • w. The term “Push Traffic” or “Push Notification Traffic” shall mean the Advertiser’s or the Site’s user’s media-rich messages designed to engage and retain their website’s and/or application’s visitors, customers, and/or users via the use of but not limited to browser alert pop-ups and mobile phone notifications.
  • x. The term “Recommendations” shall mean the display of the Advertiser’s or the Site’s user’s Content or Advertisement via the MGID Advertising Platform on the MGID Advertising Network.
  • y. The term “Sites” shall mean MGID.com, MGID Advertising Network, and any other Advertising Platform’s affiliate(s) displaying these TOS.
  • z. The term “Authorized User” shall mean an individual authorized by an Advertiser to access or use the MGID Dashboard on its behalf, subject to the roles and permissions made available by the Advertising Platform.
  • aa. The term “Agency” shall mean an Advertiser that has been granted an Agency Account by the Advertising Platform.
  • ab. The term “Agency Account” shall mean an advertiser account designated by the Advertising Platform for administering one or more Client Accounts through the MGID Dashboard. For purposes of these TOS, the terms “Advertiser Super Client Account” and “Super Client Account” shall each mean an Agency Account.
  • ac. The term “Client” shall mean an Advertiser whose Client Account is linked to and administered through an Agency Account.
  • ad. The term “Client Account” shall mean an advertiser account linked to an Agency Account and administered by or through that Agency Account.
  • ae. The term “Agency User” shall mean an employee, contractor or other authorized representative of an Agency who has been granted access to the Agency Account.
  • af. The term “Agency Funds” shall mean amounts deposited by or on behalf of an Agency into an Agency Account or recorded by the Advertising Platform as transferred from an Agency Account to a Client Account, less any amounts spent, returned, refunded, charged back, withheld, offset or otherwise applied in accordance with the Agreement.
  • ag. The term “Client Funds” shall mean amounts deposited directly by or on behalf of a Client into its Client Account that are not derived from a transfer of Agency Funds.
  • ah. The term “Bonus Funds” shall mean promotional or bonus credits issued by the Advertising Platform or expressly designated as Bonus Funds through an Agency Account. Bonus Funds have no cash value and are subject to the applicable promotional terms and the restrictions displayed in the MGID Dashboard.
  • ai. The term “Wallet” shall mean an internal Platform ledger used to record funds or credits associated with an Agency Account or Client Account. A Wallet is not a bank account, payment account, escrow account or deposit account, and no Wallet balance accrues interest.
  • aj. The term “Self-Service Advertising Agreement” shall mean any advertising agreement, order form, campaign order or other commercial terms presented through the MGID Dashboard and affirmatively accepted or confirmed by the Advertiser electronically.
  • aj. The term “AI-Generated Content” shall mean any Content or Advertisement generated, created or synthetically produced, in whole or in substantial part, by an artificial intelligence system or other automated synthetic-media technology, including text, images, audio, video, or any combination thereof.
  • ak. The term “AI-Manipulated Content” shall mean any Content or Advertisement materially altered by an artificial intelligence system or other automated technology beyond standard or merely assistive editing that does not substantially alter the input data or its semantics, where the alteration materially changes the meaning, appearance, context, or apparent authenticity of the Content or Advertisement.
  • al. The term “AI-Related Disclosure or Provenance Information” shall mean any label, icon, notice, watermark, metadata, machine-readable marker, content credential, origin record, or other information or technical measure indicating or relating to the generation, manipulation, source, authenticity, or provenance of any Content or Advertisement.
• 1.4 Agreement Components and Order of Priority

  These TOS, any applicable Self-Service Advertising Agreement, any applicable Insertion Order, and any other written or electronic agreement expressly accepted or executed by the Advertiser and the Advertising Platform collectively constitute the Agreement.

  Account registration information, payment instructions, campaign settings, budget allocations, targeting selections, dashboard configurations, electronic onboarding records and other commercial or operational instructions affirmatively submitted, configured or confirmed by the Advertiser through the MGID Advertising Platform shall form part of the Agreement solely to the extent that they record the Advertiser’s applicable selections, instructions, authorizations or Advertisement Campaign Specifications.

  Interfaces, reports, system displays, technical records and operational records that have not been expressly accepted or confirmed as contractual terms shall not independently amend the Agreement, but may be used as evidence of the Parties’ actions, instructions, transactions and performance.

  In the event of a conflict between these TOS and an applicable Self-Service Advertising Agreement or Insertion Order expressly accepted or executed by the Advertiser, the Self-Service Advertising Agreement or Insertion Order shall prevail solely with respect to the subject matter expressly addressed therein.

  An account setting, campaign configuration, payment instruction or other operational selection shall not override these TOS, a Self-Service Advertising Agreement or an Insertion Order unless the Advertising Platform expressly identifies that selection as an amendment to the applicable contractual terms.

• 1.5 Agency Provision

  Where an Advertiser has been designated as an Agency, these TOS shall additionally govern the Agency Account, each Agency User and the administration of any Client Account through that Agency Account.

  Except where these TOS expressly provide otherwise, references to an Advertiser shall include an Agency and a Client, as applicable. An Agency and each Client remain separate Advertisers and separate contracting entities unless otherwise expressly agreed in writing with the Advertising Platform.

2. SCOPE OF SERVICES

• 2.1 Pursuant to these TOS and the Agreement, the Advertising Platform shall distribute the Advertiser’s and the Site’s user’s Advertisement or Content via the MGID Advertising Platform on the MGID Advertising Network to generate Impression(s). The distribution of the Advertiser’s and the Site’s user’s Advertisement or Content shall occur in accordance with section 5 - Placement Instructions and section 7 - Content Requirements of these TOS. The Advertisers and the Site’s users shall provide the Advertisement or the Content used in the Advertisement Campaign via the MGID Dashboard. In exchange for the distribution of the Advertiser’s and the Site’s user’s Advertisement and/or Content via the MGID Advertising Platform on the MGID Advertising Network, the Advertiser and the Siter’s user shall compensate the Advertising Platform according to the terms of the Advertising Campaign set forth in section 4 – Payment Terms.
• 2.2 Subject to these TOS, the Advertiser or the Site’s user grants a non-exclusive, nontransferable, non-assignable, revocable license for the Advertising Platform to copy, adapt, reformat, recompile, communicate by telecommunication, truncate, edit, modify and/or use the Advertisement or the Content provided to the Advertising Platform via the MGID Dashboard to accomplish the goals of the Advertising Campaign of distribution of the Advertiser’s and the Site’s user’s Advertisement or Content via the MGID Advertising Platform on the MGID Advertising Network.
• 2.3 Subject to these TOS, the Advertising Platform grants Advertiser or the Site’s user a non-exclusive, nontransferable, non-assignable, revocable right to access the MGID Dashboard to manage the Advertising Campaign, access reports and to carry out other functions provided by the MGID Dashboard.

• 2.4 The Advertising Platform may issue, or permit an Advertiser to create, one or more individual access credentials for Authorized Users. Access may be subject to roles, permissions and restrictions established by the Advertising Platform.

  Each Authorized User must use unique access credentials. Credentials may not be shared, transferred or used by another person. The Advertiser shall be responsible for granting, reviewing and revoking access rights and for promptly disabling access when an Authorized User is no longer authorized.

  The Advertiser shall be responsible for all actions performed through its MGID Dashboard account by its Authorized Users and for all payments and obligations resulting from such actions, subject to the audit-attribution provisions applicable to Agency Accounts.

  The Advertiser shall provide and maintain accurate, complete and current registration, account, authorization and billing information. Failure to do so shall constitute a breach of these TOS which may result in immediate termination of the Advertiser or the Site’s user access to the MGID dashboard. The Advertiser’s or Site’s user shall not use another entity’s name without appropriate authorization. The Advertising Platform may suspend the Advertiser’s access to the MGID Dashboard if the Advertiser or the Site’s user violates any of the provisions of these TOS or any provisions contained in any and all Insertion Order(s). Any suspension due to the Advertiser’s or the Site’s user’s failure to provide and confirm (including when requested by the Advertising Platform) accurate, complete, and current registration information may result in the retention of already replenished funds. For clarity, the Advertising Platform shall be entitled to retain the prepayment and will not refund any such funds in the event of such breach by Advertiser. For the avoidance of doubts, the Advertiser or the Site’s user agrees and undoubtedly confirms that the Advertising Platform’s actions described in this paragraph above shall be deemed the Advertiser’s or the Site’s user’s additional compensation of the newly occurring Advertising Platform’s damage being the necessary spendings for special verification.

• 2.5 Except as expressly provided in these TOS and the Agreement, the Advertiser or the Site’s user and the Advertising Platform retain all rights, titles and interests (including all intellectual property rights) in the Content, the Advertisement, the trademark(s), the logo(s), and the service mark(s). All rights not expressly granted in these TOS and the Agreement are reserved by the Advertiser or the Site’s user and the Advertising Platform. All rights, titles and interests (including all intellectual property rights) in the Content or the Advertisement that is fully or partially created, provided or licensed by the Advertising Platform for the use by the Advertiser or the Site’s user are retained by the Advertising Platform. All rights, titles and interests (including all intellectual property rights) in the Content or the Advertisement created or leased by the Advertiser or the Site’s user are retained by the Advertiser or the Site’s user.
• 2.6 AGENCY ACCOUNTS
  • 2.6.1 Designation and use.

    The Advertising Platform may designate an Advertiser account as an Agency Account and may enable the Agency to create, link, access and administer Client Accounts. Agency Account functionality is provided at the Advertising Platform’s discretion and may be subject to additional verification, technical restrictions and internal procedures.

  • 2.6.2 Agency authority.

    The Agency represents and warrants that it has obtained and will maintain all rights, instructions, consents and authority necessary to create, link, access and administer each Client Account.

    Upon request, the Agency shall provide evidence of its authority in a form reasonably acceptable to the Advertising Platform. The Agency shall immediately notify the Advertising Platform if its authority is suspended, restricted, revoked or terminated.

    The Advertising Platform may suspend the Agency’s access to a Client Account pending verification of such authority.

  • 2.6.3 Agency Users and responsibility.

    The Agency shall ensure that each Agency User:

    • (a) is properly authorized and uses individual access credentials;
    • (b) maintains the confidentiality and security of such credentials;
    • (c) accesses Client Accounts only within the scope of the Agency’s authority; and
    • (d) complies with these TOS, Applicable Laws and all applicable Insertion Orders.

    The Agency shall be fully responsible for all actions and omissions of Agency Users, including actions performed while accessing or administering a Client Account.

  • 2.6.4 Acceptance by Clients and Agencies.

    Each Client remains a separate Advertiser under these TOS. Acceptance of these TOS by an Agency solely in its own capacity does not automatically bind any Client.

    Each Client must separately accept these TOS upon account creation or first access to the MGID Dashboard unless:

    • (a) the Client is already bound by a written agreement that expressly incorporates these TOS; or
    • (b) the Agency has documented authority to accept these TOS on behalf of the Client and expressly accepts them on the Client’s behalf through a method approved by the Advertising Platform.

    The Advertising Platform may require evidence of such authority and may require the Client to confirm or independently accept these TOS upon its first direct access to the MGID Dashboard.

    • (c) where a Client account is created, owned and operated by the Agency for the purpose of managing advertising campaigns directly on behalf of its own business operations, and no independent Client is granted direct access to or control over such account. In such case, the Agency's acceptance of these TOS shall be deemed to apply to that Client account, and no separate acceptance shall be required unless and until direct access to the MGID Dashboard is granted to an independent Client.

    For the avoidance of doubt, the mere existence of a separate Client account within the Agency's account structure shall not, by itself, create a separate Advertiser for the purposes of acceptance of these TOS where such account is operated exclusively by the Agency.

  • 2.6.5 Agency access and permissions.

    To the extent enabled by the Advertising Platform, an Agency User may access a Client Account and perform administrative actions, including creating, editing, pausing or deleting Advertisement Campaigns; changing budgets, targeting or Content; initiating permitted fund transfers; changing billing settings; and inviting or managing Authorized Users.

    The Advertising Platform may restrict particular actions, require additional verification or require Client approval for security-sensitive, billing-related or ownership-related changes.

    Access to a Client Account expressly enabled by the Advertising Platform shall not constitute unauthorized access for purposes of these TOS.

  • 2.6.6 Attribution of actions and audit logs.

    The Advertising Platform may create and retain audit logs identifying:

    • (a) the individual user performing an action;
    • (b) whether such user acted as an Agency User, Client user or Advertising Platform representative;
    • (c) the Agency Account and Client Account concerned;
    • (d) the action performed; and
    • (e) the date and time of the action.

    An action performed by an Agency User shall be deemed an action of the Agency and, where performed within the Agency’s authority, an action performed on behalf of the applicable Client. Audit attribution to an Agency User shall not relieve the Agency of responsibility or relieve the Client of obligations arising from Advertisement Campaigns operated within its Client Account.

    Audit logs shall constitute prima facie evidence of the actions recorded, subject to evidence of manifest error.

  • 2.6.7 Classification and separation of funds.

    The Advertising Platform may maintain separate internal ledger classifications for Agency Funds, Client Funds and Bonus Funds, regardless of whether the MGID Dashboard displays a combined balance.

    Linking a Client Account to an Agency Account does not transfer Client Funds to the Agency or give the Agency any ownership, withdrawal or repayment right in relation to Client Funds.

    An amount transferred from an Agency Wallet shall be treated as Agency Funds unless the Advertising Platform expressly records it as Bonus Funds at the time of transfer.

    Nothing in these TOS creates a trust, fiduciary, escrow, banking or deposit relationship between the Advertising Platform, an Agency or a Client.

  • 2.6.8 Transfers and return of Agency Funds.

    An Agency may transfer Agency Funds to a Client Account in any currency and amount supported and accepted by the MGID Dashboard.

    A return of funds from a Client Account to an Agency Account may be completed only where:

    • (a) the Client Account and Agency Account use the same account currency;
    • (b) the amount returned does not exceed the available and unspent Agency Funds previously transferred from that Agency Account;
    • (c) the funds are traceable in the Advertising Platform’s records to the originating Agency Account;
    • (d) the Client Account has no Advertisement Campaigns in active rotation; and
    • (e) the return complies with any additional verification, withholding, offset or security requirements imposed under the Agreement.

    Client Funds and Bonus Funds may not be returned to an Agency Account merely because the Client Account is or was linked to that Agency Account.

  • 2.6.9 Exchange rates and transaction records.

    Where a transfer requires currency conversion, the applicable exchange rate and its effective timestamp shall be displayed or otherwise made available at the time of the transfer. The Advertising Platform shall record the exchange rate applied to the transaction.

    Each transfer shall be recorded under a unique transaction identifier associated with the source account, destination account, amount, currency, applicable exchange rate, timestamp and acting user.

    A return of funds is currently available only where the Client Account and Agency Account use the same account currency. If the Advertising Platform subsequently permits a cross-currency return, the return shall use the exchange rate recorded for the corresponding original transfer unless otherwise required by Applicable Laws or expressly agreed in writing.

  • 2.6.10 Single-agency relationship.

    A Client Account may be linked to no more than one Agency Account at any given time. A Client Account may alternatively remain independent and not linked to an Agency Account.

  • 2.6.11 Removal and reassignment of Client Accounts.

    The Advertising Platform may permit a Client Account to be removed from an Agency Account, converted into an independent Client Account or reassigned to another Agency Account in accordance with its procedures.

    Before removal or reassignment, the Advertising Platform may require:

    • (a) suspension or completion of active Advertisement Campaigns;
    • (b) reconciliation of pending transactions and Fees;
    • (c) resolution of outstanding disputes or compliance reviews; and
    • (d) return, allocation or temporary restriction of available Agency Funds.

    Upon the effective removal or reassignment:

    • (a) the former Agency and its Agency Users shall cease to have access to the Client Account;
    • (b) the new Agency must independently demonstrate its authority;
    • (c) Client Funds shall remain recorded in the Client Account;
    • (d) available Agency Funds shall remain attributable to the originating Agency and may be returned subject to Section 2.6.8; and
    • (e) completed transactions, campaign records and audit logs shall remain preserved.

    Removal or reassignment shall not reverse Fees already incurred or Advertisement Campaign activity completed before its effective date.

  • 2.6.12 Bonus Funds following removal or reassignment.

    Bonus Funds do not become Client Funds or Agency Funds and may not be withdrawn, refunded or redeemed for cash.

    Following removal or reassignment of a Client Account, Bonus Funds may remain in the Client Account, expire, be revoked or be reallocated by the Advertising Platform in accordance with the promotional terms under which they were issued.

    Neither an Agency nor a Client acquires a repayment right in respect of Bonus Funds solely because the agency relationship has ended.

  • 2.6.13 Suspension, termination and archiving.

    The Advertising Platform may suspend or archive an Agency Account in accordance with these TOS. An archived Agency Account shall no longer permit new account administration, transfers or access by Agency Users, but its transaction history, audit logs and other records may be retained in accordance with Applicable Laws and the Advertising Platform’s retention policies.

    Suspension, termination or archiving of an Agency Account shall not automatically suspend, terminate or delete a Client Account. The Advertising Platform may maintain a Client Account as an independent account, reassign it, restrict it pending verification or suspend it separately where grounds for suspension exist under these TOS.

  • 2.6.14 Client information and confidentiality.

    The Agency and each Agency User may access Client information solely to administer the applicable Client Account and perform authorized services for that Client.

    The Agency shall protect Client information against unauthorized access, use or disclosure and shall comply with Applicable Laws relating to privacy and data protection. Upon removal of a Client Account or termination of the Agency’s authority, the Agency shall cease accessing and using Client information, except where retention is required by Applicable Laws.

3. Campaign Details

• 3.1 The Advertiser and the Site’s user shall control the Advertisement Campaign via the MGID Dashboard subject to these TOS, this Agreement and any and all applicable Insertion Order(s). Within the MGID Dashboard and/or applicable Insertion Order(s) the Advertiser and the Site’s user shall decide the duration of the Advertising Campaign Term, the monetary amount allocated towards the Advertising Campaign Budget, and other key performance indicators of the Advertising Campaign Specifications.
• 3.2 The Advertiser and the Site’s user shall provide the Advertisement or the Content via the MGID Dashboard within a reasonable time but at least three (3) days prior to the beginning of the Advertising Campaign Term or the agreed upon date of Placement. The Advertiser may ONLY change the submitted Advertisement or Content ONLY after prior review and approval by the Advertising Platform once the Advertising Campaign Term commenced.
• 3.3 The Advertiser may modify the Advertisement Campaign, the Advertising Campaign Budget, the Advertising Campaign Specifications, and the Advertisement Campaign Term for a particular month, a portion of a month, or on a going-forward basis via the MGID Dashboard or any and all applicable IOs ONLY after prior review and approval by the Advertising Platform once the Advertising Campaign Term commenced. However, the Advertiser acknowledges that the Advertising Platform shall have a reasonable amount of time not exceeding three (3) business days to implement such changes. The Advertiser or the Site’s user agrees that the Advertising Platform does not guarantee how often it will Recommend any Advertisement or Content or that the number of Impressions during any period will fully exhaust the Advertising Campaign Budget.
• 3.4 The Advertising Platform shall Recommend the Advertiser’s or the Site’s user’s Content or Advertisement on the MGID Network until the Fees payable to the Advertising Platform under the Advertisement Campaign reaches the Advertisement Campaign Budget set by the Advertiser or the Site’s user via the MGID Dashboard or any application Insertion Order(s).

4. PAYMENT TERMS

• 4.1 The Advertiser shall pay the Advertising Platform the Fees for each individual Advertising Campaign. The Advertiser or the Site’s user shall select the payment method and the payment type in the MGID Dashboard. The Advertiser or the Site’s user undertakes to make payment under prepayment terms as specified in the MGID Dashboard or in any and all applicable Insertion Order(s) before the beginning of an Advertising Campaign Term.
• 4.2 The Advertiser or the Site’s user shall choose the payment scheme in the MGID Dashboard, or the payment scheme shall be specified in the applicable Insertion Order(s). The Advertiser bears responsibility for choosing an appropriate payment scheme of either CPA, CPC or CPM or a combination of those payment schemes.
• 4.3 If the Fees do not reach the Advertising Campaign Budget, the Advertiser may only extend the Advertising Campaign Term, replace or add new Content or Advertisement to complete the Advertisement Campaign, and/or obtain reimbursement for all unused funds from the Advertising Platform within thirty (30) days after the completion of the Advertising Campaign Term. The Advertiser or the Site’s user acknowledges and agrees that the Advertising Platform shall never be liable for the Content or the Advertisement which was not Recommended on the MGID Advertising Network.
• 4.4 The Advertiser shall provide written notice to the Advertising Platform within thirty (30) calendar days of the receipt of the Final Report if the Advertiser intendeds to dispute in any way any portion of such report. This written notice has to clearly indicate the portion of the report disputed and has to be accompanied with adequate supporting evidence sufficiently detailing the Advertiser’s position. The Advertising Platform shall provide a written response to a properly executed Advertiser dispute within thirty (30) calendar days of receipt of the dispute. Any portion of the Final Report that is not properly disputed within thirty (30) calendar days of the receipt of the Final Report by the Advertiser shall be considered as acceptance of all parts of the Final Report by the Advertiser.
• 4.5 The Advertising Platform may charge any applicable national, state, or local sales or use taxes or value added taxes that the Advertising Platform is legally obligated to charge under Applicable Law. In the event that any amount payable by the Advertiser is subject to deduction or withholding taxes, including value added taxes, the payable amount shall be increased such that the amount received by the Advertising Platform equals the Fees owed plus the applicable tax.
• 4.6 Any and all bank commissions or other financial transaction fees are not included in the Fees and shall be borne in full by the Advertiser.
• 4.7 Whenever the Advertising Platform finds that a lesser or a bigger amount than the correct amount of payment has been made by the Advertiser, the Advertising Platform may adjust any subsequent invoice to cure the error.
• 4.8 The Advertising Platform shall have a right to withhold and offset any payments owed under the Agreement against any current or future sums the Advertiser owns to the Advertising Platform under present or any other present or future agreement.
• 4.9 Advertising Platform may offer incentives and promotions from time to time. The terms and conditions applicable to such incentives and promotions shall be outlined by Advertising Platform in separate promotional or incentive policies. Any benefits obtained during these promotions will be forfeited unless used within 12 months.
• 4.10 MGID reserves the right to withhold Advertiser’s funds in cases where contract violations have resulted in damages, including but not limited to: investigation, verification, and processing costs; expenses incurred from issuing individual notifications; filing and processing additional data into reporting systems; reputational harm; and any legal or administrative expenses arising directly from such violations. Consequently, the parties agree that MGID may retain all or a portion of the client funds as compensation for these damages.
• 4.11 Agency Account Funds.

  Where funds are recorded in or transferred through an Agency Account or Client Account, the classification, transfer, return and treatment of such funds shall be governed by Section 2.6.

  Nothing in these TOS shall be construed as transferring Client Funds to an Agency solely because the applicable Client Account is linked to or administered through an Agency Account.

5. PLACEMENT INSTRUCTIONS

• 5.1 The Placement of the Advertiser’s or the Site’s user’s Content or Advertisement shall be controlled by the Advertiser or the Site’s user via the MGID Dashboard or specified in an applicable Insertion Order(s).
• 5.2 If the Content or the Advertisement does not meet the specific technical requirements of Placement, the Advertiser or the Site’s user agrees to provide the Advertising Platform with new Content or Advertisement that meets the technical requirements of Placement.
• 5.3 The Placement of Content or Advertisement does not signify the Advertising Platform’s approval or waiver to reject the Content or the Advertisement in the future.
• 5.4 The Advertising Platform undertakes not to place Content or Advertisement on blank webpages or on webpages with no content or on any webpages that are in any way deceptive to the Internet users.
• 5.5 The Advertising Platform will take all reasonable steps to make all parts of the MGID Advertising Network available for display of Content or Advertisement. However, the Advertising Platform is not responsible for any periodical maintenance and other circumstances beyond its control or which are normal part of the online advertising business if any part of the MGID Advertising Network becomes unavailable.

6. REPORTING

• 6.1 The Advertising Platform agrees to provide the Advertiser or the Site’s user access to the MGID Dashboard to access reports and to carry out other functions provided by the dashboard contingent upon the Advertiser’s or the Site’s user’s adherence to these TOS, the Agreement and any applicable Insertion Order(s). The Advertiser’s or the Site’s user’s access to the MGID Dashboard may be suspended by the Advertising Platform if the Advertiser or the Site’s user violates any of the provisions in these TOS or any provisions contained in any and all Insertion Order(s).
• 6.2 The Advertising Platform agrees to provide the Advertiser access to daily reports via the MGID Dashboard. The Final Report which may or may not differ from the unadjusted report(s) will be either accessible within ten (10) business days of each reporting period or within a period specified by the applicable Insertion Order(s).
• 6.3 The Final Report will provide the conclusive basis for calculation of the actual Fees charged by the Advertising Platform for the services rendered to the Advertiser under these TOS and the Agreement.
• 6.4 The Advertiser agrees to work in good faith with the Advertising Platform in the event of a discrepancy of over fifteen percent (15%) or more between the Advertising Platform’s Final Report and the data obtained by the Advertiser. If any dispute arises under this clause, the parties shall seek to resolve any such dispute between them by negotiating promptly with each other in good faith and carrying out comprehensive internal investigation(s).

7. CONTENT REQUIREMENTS

• 7.1 Except as otherwise expressly in an applicable Insertion Order(s), positioning of the Advertisement or the Consent is at the sole discretion of the Advertising Platform. The Advertiser or the Site’s user acknowledges that the Advertising Platform has not made any guarantees with respect to usage, statistics, or levels of Impressions for any Advertisement or Content except where expressly stated in an Insertion Order(s). To the extent the Advertising Platform provides the Advertiser or Site’s user with estimated usage, the Advertising Platform does so only as a courtesy to the Advertiser and/or the Site’s user and thus the Advertising Platform shall not be held liable for any claims related to usage or levels of Impressions.
• 7.2 The Advertising Platform reserves the right to review, approve and reject, in its absolute discretion, the Content or the Advertisement submitted by the Advertiser or the Site’s user if the Content or the Advertisement does not meet the requirements of these TOS or this Agreement, violates Applicable Laws, violates any terms within any applicable Insertion Order(s). Further, the Advertising Platform reserves the right to reject or remove any Advertisement or Content, pause any Advertisement Campaign, restrict the Advertiser’s or the Site’s user access to the MGID Dashboard and place a spending limit on any Advertisement Campaign Budget for any given Campaign Period.

• 7.3 The Advertiser or the Site’s user represents and warrants that:

  • a. the Content or the Advertisement was written and designed by or under the direction of the Advertiser or the Site’s user or paid for by the Advertiser or the Site’s user with this fact clearly disclosed on or near the Content or the Advertisement;
  • b. the Advertiser or Site’s user is authorized to use all parts of the Content or the Advertisement including all image(s) contained within the Content or the Advertisement;
  • c. the Advertiser or Site’s user has approved all words of the Content’s or the Advertisement’s headline; and
  • d. the Content’s or the Advertisement’s headlines accurately reflect the tone and subject matter of the Content or Advertisement.

• 7.4 As part of the Agreement, these TOS, and the Advertiser’s or the Site’s user’s use of the Sites, the Advertiser or Site’s user may not facilitate in any way the link or use of the Sites in connection with:

  • a. any illegal activity or activity that violates any of the laws of the United States or any state within the United States;
  • b. the display of adult, obscene, profane, pornographic, defamatory, libelous, abusive, or illegal content;
  • c. removal, obscuring, or change of any copyright, trademark, hyperlink, or other proprietary rights notices contained within the Sites;
  • d. the promotion of racism, violence, hate or discrimination;
  • e. the sale of firearms, the promotion of terrorism, the sale of illegal drugs, infringement of any minor’s rights, and the promotion of criminal activities;
  • f. inflammatory political or religious content;
  • g. interference in any way with the operation of the Sites or with anyone else’s use of the Sites;
  • h. collection of any unauthorized information including any information of any other Sites’ user;
  • i. content that contains or promotes activities that are understood or seen as internet abuse including but not limited to the use of spyware, use of corrupted file(s), virus(es), or the use of any other materials that are intended to damage or render inoperable software or hardware;
  • j. infringement, promotion of infringement or violation of any third-party’s intellectual property rights or any other third-party’s rights; and
  • k. violation of the United States economic sanctions or trade restrictions. Failure to provide authentication information or required documentation shall constitute a breach of this TOS and may result in the suspension or termination of access to the Sites or any related services provided by the Advertising Platform.
• 7.5 The Advertiser or the Site’s user shall not engage in “cloaking” or techniques that hide the true destination landing page that a visitor is directed from the Advertiser’s or the Site’s user’s Content, Advertisement, or URLs. In the event that the Advertiser or the Site’s user engaged in such deceptive clocking technique, the Advertising Platform shall be entitled to either charge the remaining balance of the Advertising Campaign Budget to the payment method maintained by the Advertiser or the Site’s user on the MGID Dashboard or the Advertising Platform shall be entitled to retain any prepayment made by the Advertiser or the Site’s user under the Campaign Budget.
• 7.6 The Advertiser or the Site’s user shall not engage in traffic fraud such as artificial inflation of clicks or Impressions on the Recommendations, the use of bots or any automated means of generating Impressions, the encouragement in any way of a third-party to click on the Recommendations using incentives or other similar methods of generating traffic on the Recommendations, and the use of any non-human impressions, including crawlers and parsers.
• 7.7 Any violation of sections 7.3, 7.4, 7.5, and 7.6 of the TOS represents a material breach of the Agreement between the Advertiser or the Siter’s user and the Advertising Platform. In case such a material breach of the Agreement occurs, the Advertising Platform shall be entitled to either charge the remaining balance of the Advertising Campaign Budget to the payment method maintained by the Advertiser or the Site’s user on the MGID Dashboard or the Advertising Platform shall be entitled to retain any prepayment made by the Advertiser or the Site’s user under the Advertising Campaign Budget. Any material breach will lead to a suspension of the Advertiser’s or the Site’s user access to the MGID Dashboard.

• 7.8 The Advertiser or the Site’s user or MGID may terminate this TOS (a) for convenience on fourteen (14) days’ written notice at any time or (b) immediately in the event that the other party fails to remedy a material breach of this TOS within forty-eight (48) hours of its receipt of written notice thereof. In addition, (с) MGID may terminate this ТОS immediately, without notice, in the event that Advertiser fails to comply with these TOS. (d) The Advertiser may terminate any Campaign on forty-eight (48) hours’ written notice. MGID may terminate or suspend Advertiser’s access to or use of the Service or terminate this Agreement at any time if:

  • a. in the sole MGID’s discretion, such action is necessary to prevent errors or harm to any system or network, or to limit MGID’s or its affiliates’ liability; or
  • b. Advertiser attempts to access or use the Service in an unauthorized manner, including, without limitation, any attempt to gain access to the accounts of other MGID’s users or use the Service in a way that infringes the MGIDs, its affiliates’ or a third party’s Intellectual Property Rights, or the use of automated systems or software to extract data from the Sites for commercial purposes (also known as screen ‘scraping’), unless where Advertiser has a relevant written agreement with MGID.

  In the event that Advertiser has made a campaign prepayment and MGID discovers that Advertiser has violated the TOS by using non-standard URL and hence surreptitiously redirect the visitors to landing page content that (1) does not match the landing page content originally submitted or (2) is not otherwise in compliance with the TOS as a result of “cloaking” or other techniques that hide the true destination landing page that a visitor is directed to from Advertiser’s URLs, MGID shall be entitled to either charge the remaining amount of Advertiser’s spend to the credit card maintained on the Advertiser’s account or retain any campaign prepayments made, in which case, MGID will not refund any such funds.

  The Advertising Platform may recover from prepayments only those amounts necessary to cover documented administrative expenses incurred due to the client’s breach, including but not limited to verification costs, notification efforts, and processing fees.For the avoidance of doubts, the Client agrees and undoubtedly confirms that in case of non-contestation of any the Advertising Platform’s actions described in this paragraph above within the cure period provided, all and any amounts withheld shall be deemed the Advertiser’s or the Site’s user’s additional compensation of the newly-occurring the Advertising Platform’s damage being the necessary spendings for special exhaustive verification of each separate Client's case, individual notification spends, filing the additional data into the reporting system etc., and, consequently, the parties hereby agree that Advertising Platform shall remain entitled to retain any prepayments and will not refund any such funds.

  Any suspension made under this clause shall be subject to Advertiser’s 48-hours contestation to MGID. Should the MGID estimate the Advertiser’s contestation as sufficient, the Advertiser’s access to or use of the Service shall be renewed within 48 hours since the acceptance of contestation and the Advertiser shall be deemed to continue to use the Service under these TOS.

• 7.9 AI-GENERATED AND AI-MANIPULATED CONTENT

  • 7.9.1 This Section applies only to Content or Advertisements created, generated, materially modified, or supplied for distribution by or on behalf of the Advertiser or the Site’s user, including through their employees, agencies, contractors, Affiliates, or third-party artificial intelligence tools, and independently of the Advertising Platform.

    With respect to such Content or Advertisements, the Advertiser or the Site’s user shall be solely responsible for:

    • a) determining whether any AI-related disclosure, label, notice, watermark, or other transparency measure is required;
    • b) providing every required disclosure in a clear, distinguishable, accessible, visible, and timely manner;
    • c) the accuracy, wording, placement, format, visibility, timing, and continued availability of each disclosure;
    • d) the lawfulness and accuracy of the Content or Advertisement and any statement concerning artificial intelligence, human review, editorial control, or editorial responsibility; and

  • 7.9.2 The Advertising Platform may, but is not obliged to, request information or supporting documentation concerning such Content or Advertisement. The Advertiser or the Site’s user shall provide any reasonably requested information promptly, accurately, and completely.

  • 7.9.3 The Advertising Platform does not undertake to monitor, detect, identify, classify, review, or verify whether Content or Advertisements created or supplied by or on behalf of the Advertiser or the Site’s user are AI-Generated Content, AI-Manipulated Content, or correctly labelled.

    Any review, acceptance, distribution, or absence of objection by the Advertising Platform shall not constitute confirmation of compliance or relieve the Advertiser or the Site’s user of responsibility.

  • 7.9.4 Any violation of this Section constitutes a material breach of the Agreement and shall be subject to the remedies set out in Section 7.7.

    Nothing in this Section shall exclude or limit any responsibility that cannot lawfully be excluded or limited under Applicable Laws.

8. LIMITED WARRANTIES

• 8.1 The Advertiser or the Site’s user represents and warrants that it has all the rights, powers, and authority necessary to enter into the Agreement, it will perform its obligations under the Agreement, and that it will comply with these TOS, Applicable Laws and Insertion Order(s) in its performance of the Agreement.
• 8.2 Nothing in the Agreement shall be construed as a promise of any sort of minimum traffic volumes, clicks, growth in revenue, increase in sales, Impressions or any other such commitments by the Advertising Platform to the Advertiser or the Site’s user.
• 8.3 THE ADVERTISING PLATFORM PROVIDES THE SERVICE “AS IS.” THE ADVERTISING PLATFORM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ADVERTISING PLATFORM DOES NOT WARRANT THAT THE SITES OR THE FUNCTIONS CONTAINED IN THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES ARE FREE OF ANY HARMFUL COMPONENTS. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY THE ADVERTISING PLATFORM.

9. LIMITATION OF LIABILITY

• THE ADVERTISING PLATFORM EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW, ANY LIABILITY TO THE ADVERTISER OR THE SITE’S USER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, CONSEQUENTIAL DAMAGES, OR ANY LIABILITY UNDER TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. THE ADVERTISING PLATFORM’S TOTAL LIABILITY TO THE ADVERTISER OR THE SITE’S USER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED (IN THE AGGREGATE) $500.00. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGH WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. THE ADVERTISER OR THE SITE’S USER AGREES THAT IN NO EVENT THE ADVERTISING PLATFORM AFFILIATES, THE ADVERTISING PLATFORM SUBSIDIARIES OR THE ADVERTISER PLATFORM DIRECTS WILL BE LIABLE TO THE ADVERTISER OR THE SITE’S USER FOR ANY ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE OR LOSS IN ANY WAY ARISING OUT OF OR RELATED TO THE USE OF THE SITES OR SERVICES RENDERED BY THE ADVERTISING PLATFORM.

10. INDEMNIFICATION

• 10.1 The Advertiser or any Site’s user to the fullest extent permissible pursuant to Applicable Laws shall defend, indemnify and hold harmless the Advertising Platform and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, and partners against any and all claims, causes of actions, damages, demands or losses resulting from the use of the Sites, from the services provided by the Advertising Platform under the Agreement, from services provided by the Advertising Platform under these TOS, and from violation of any third-party rights or any Applicable Laws. Without limiting the foregoing, this indemnity includes any claim, investigation, regulatory action, fine, penalty, damage, demand, cost, or loss arising out of or relating to AI-Generated Content, AI-Manipulated Content, any inaccurate or omitted AI-related disclosure, any inaccurate statement concerning human review or editorial responsibility, or any removal of or interference with AI-Related Disclosure or Provenance Information. In the event that any such legal or non-legal claim is commenced, the Advertiser or the Site’s user shall:

  • a. provide prompt written notice to the Advertising Platform of any such claim (failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations);
  • b. have the sole control over the defense(s) or settlement(s) in such a legal proceeding (except the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the Advertising Platform without prior written consent);
  • c. cooperate with the Advertising Platform in the investigation and defense of any such claim if the Advertising Platform requests such cooperation; and
  • d. allow the Advertising Platform the right to participate in all defense(s) and all relevant legal proceedings with counsel of its own choosing.

11. CONFIDENTIALITY

• 11.1 The Advertiser or the Site’s user and the Advertising Platform will not use or disclose to any third-party the other party’s Confidential Information except as necessary for the performance of the Agreement. The foregoing obligations will not restrict either the Advertising Platform and the Advertiser or the Site’s user from disclosing the Confidential Information pursuant to a court order from a court of competent jurisdiction upon receipt of prior written notice. A party that advertently or inadvertently disclosed any of the other party’s Confidential Information shall be liable for all the damages resulting from the unauthorized disclosure.
• 11.2 The Advertiser authorizes the Advertising Platform to use its name, logo and/or trademark without notice to or consent by the Advertiser, in connection with certain promotional materials that the Advertising Platform may disseminate to the public. The promotional materials may include, but are not limited to, brochures, video tape, internet website, advertising in newspaper and/or other periodicals, and any other materials relating the fact that the Advertiser has a contractual relationship with the Advertising Platform and such materials may be developed, disseminated and used without the Advertiser’s review. Nothing herein obligates the Advertising Platform to use the Advertiser’s name, logo and/or trademark, in any of its promotional materials.

12. CHOICE OF LAW

• 12.1 These TOS and the Agreement shall be governed by and construed in accordance with the laws and principles of the State of California, without giving effect to any choice or conflict of law provision or rule. Any dispute, legal action, or proceeding arising under or in connection with this TOS or the Agreement shall be brought exclusively in the federal or state courts located in the State of California, County of Los Angeles, and the City of Los Angeles, and the Advertiser or the Site’s user and the Advertising Platform hereby irrevocably consent to personal jurisdiction and venue therein, waiving any right such party may have had to object to such venue on the basis of lack of personal jurisdiction or to seek a transfer of venue to any other jurisdiction, even if such other venue may be more convenient in any way.