This BiddR 360 Product Suite Addendum (this “Addendum”) is effective on the date of the agreement (“Agreement”) that references this Addendum. This Addendum is made by and between EMX Digital, Inc. a Delaware corporation located at 902 Carnegie Center, Suite 220, Princeton, NJ 08540 (“EMX”), and the Publisher (“You” or “Publisher”) that is a party to the Agreement, and governs Publisher’s use of EMX’s BiddR 360 product. EMX and Publisher may be referred to in this Addendum collectively as the “Parties” and individually as a “Party.”
WHEREAS, EMX is a provider of software that allows users to manage advertising on owned and operated websites (“BiddR 360” or “Services”) and Publisher operates websites that can utilize header bidding technology for advertising;
WHEREAS, EMX wishes to sell use of BiddR 360 to Publisher and may provide managed services, and Publisher wishes to use BiddR 360 and may also wish to permit the management by EMX of BiddR 360, subject to the terms and conditions set forth herein; and
WHEREAS, this Addendum shall have the effect of supplementing the EMX Publisher’s Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
- BiddR 360 Platform.EMX has developed BiddR 360, an administrative, reporting and workflow user interface for publishers that allows for direct, self-serve access to heading bidding product features. BiddR 360 provides visual and actionable bidding and yield management tools, providing quick capabilities to measure relevant data, make changes, updates, and optimizations. Publisher shall be entitled to any periodic BiddR 360 version updates relating to the aforementioned features which are generally made available to all EMX clients. “Designated User” shall mean an employee of Publisher or one of its affiliates who is authorized and designated by Publisher to access the BiddR 360 platform. EMX will provide Publisher with up to ten (10) logins for Designated Users and up to three (3) of those logins with administrative access to account and corresponding administrative controls. Publisher is solely responsible for all activities that occur under its account by its Designated Users.
- Publisher Representations and Warranties:Publisher agrees (a) to use BiddR 360 as designed and not to alter, copy, modify, take, sell, reuse, or divulge any computer code from the platform; (b) refrain from doing anything which will or might damage, interfere with, disrupt access to, interrupt or impair the functionality of BiddR 360; and (c) refrain from facilitating or allowing any third party to implement any plug-in that establishes a link with BiddR 360, or submits or retrieves data via any portal with the intention of replacing and/or mirroring all or any part of the functionalities of BiddR 360. You acknowledge and accept that any breach of these Publisher representations and warranties herein would negatively impact the operation of BiddR 360.
- Data Use and Confidentiality: EMX and Publisher agree that the terms of the Agreement and any attachments thereto, including this Addendum, are confidential information (“Confidential Information”). “Confidential Information” shall include any information disclosed by one party to the other party which a reasonable person would view as confidential in nature. A recipient of Confidential Information shall not disclose Confidential Information to any third party, or use it for any purpose except the fulfillment of its respective obligations under this Agreement. Notwithstanding the foreoing, all data submitted and acquired using BiddR 360 shall be available for collection and use by EMX for the following purposes: product improvement, case study preparation and publication, informative publication, and commercial use to enhance and improve services and offerings to Publishers.
- EMX Right to Terminate:If inappropriate use of BiddR 360 by Publisher is found by EMX at EMX’s sole discretion, Publisher may be banned from use of BiddR 360 without notice, banned from EMX’s network, and/or may be subject to the enforcement of any and all legal rights associated with BiddR 360 or any other publisher services offered by EMX.
- DISCLAIMER OF WARRANTY.EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, EMX HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING BIDDR 360, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. INFORMATION PROVIDED BY BIDDR 360 IS NOT WARRANTED TO BE ERROR-FREE.
- THIRD-PARTY CONTENT, PRODUCTS, AND SERVICES DISCLAIMER.THE SERVICES OR ACCOMPANYING DOCUMENTATION MAY PROVIDE ACCESS TO OR INFORMATION ON CONTENT, PRODUCTS, AND SERVICES FROM THIRD PARTIES. EMX AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THIRD-PARTY CONTENT, PRODUCTS, AND SERVICES. EMX AND ITS AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY LOSS, COSTS, OR DAMAGES INCURRED DUE TO YOUR ACCESS TO OR USE OF THIRD-PARTY CONTENT, PRODUCTS, OR SERVICES.
- Relationship of Parties.Notwithstanding any provision hereof, for all purposes of this Addendum each party shall be and act as an independent contractor and not as a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract.
- General Skills and Knowledge.Notwithstanding anything to the contrary in this Addendum, EMX shall not be prohibited or enjoined at any time by Publisher from utilizing any skills or knowledge of a general nature acquired during the course of performing the services specified in this Addendum or the Agreement. For purposes of this Addendum, “skills or knowledge of a general nature” shall include information publicly known or that could reasonably have been acquired in similar work performed for another customer.