Marin

Terms of Use

MARIN SOFTWARE DISPLAY SERVICES TERMS OF USE – Prior to February 22, 2016

Date Last Updated: February 1, 2015

Marin Software Incorporated, a Delaware, USA corporation, with headquarters located at 123 Mission Street, 25th Floor, San Francisco, CA 94105 or Marin Software Limited, located at Block 2, Clanwilliam House, Lower Mount Street, Dublin 2, Ireland (“Marin Software”) provides the Marin Software Display Services through the Subscription Services accessible at http://app.marinsoftware.com (the “Site”).

Please carefully read the following Marin Software Display terms and conditions (the “Display Terms”). These Display Terms are attached to and incorporated into the Marin Software Subscription Services Terms of Use. These Display Terms governs Your access to the use of the Display Services and constitutes a binding legal agreement between You and Marin Software.

YOU ACKNOWLEDGE AND AGREE THAT, EXECUTING AN ORDER FORM FOR THE MARIN DISPLAY SERVICES REFERENCING THESE DISPLAY TERMS AND ACCESSING OR USING THE DISPLAY SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE DISPLAY TERMS. IF YOU DO NOT AGREE TO THESE DISPLAY TERMS, PLEASE CONTACT YOUR ACCOUNT MANAGER AS SOON AS POSSIBLE AND DO NOT ACCESS OR USE THE DISPLAY SERVICES.

If You accept or agree to these Display Terms on behalf of a company or other legal entity by executing an Order Form referencing these Display Terms, You represent and warrant that You have the authority to bind that company or other legal entity to these Terms of Use. “You” and “Your” will refer and apply to that company or other legal entity.

1. Display Services.

1.1

The Display Services integrates Your advertisements ("Your Content") with content ("Publisher's Content") provided by others, that is not Marin Software content. Marin Software will match Your Content with the Publisher's Content, selected by Marin Software at its sole discretion, based upon criterion You provide. The Publisher or its designee, however, has the ultimate authority to decide whether or not to accept Your Content for integration with the Publisher Content, and the manner of such integration. The Publisher's Content is the sole responsibility of the entity that makes it available. Marin Software may review Your Content to determine whether it is illegal or violates our policies, and Marin Software may remove or refuse to display Your Content that Marin Software reasonably believes violates our policies or the law. Marin Software may not review all Publisher's Content to which Your Content may integrated.

1.2

Marin Software may act as Your agent in bidding or purchasing Internet distributed advertising inventory and audience data through advertising exchanges, directly from publishers or from other sellers of online advertising and audience data (“Ad Exchanges”). As Your agent for this purpose you acknowledge and agree that Marin Software has the authority to bind you to any and all terms and conditions or other agreements imposed by these Ad Exchanges. Furthermore, You authorize us to collect data provided by, or from, or related to Ad Exchanges via cookies or other mechanisms for purposes of subsequent re-targeting, interest category categorization, or syndication to third parties.

1.3

(a) Your Content may not include any personally identifiable information that can be used to identify an individual user, for example, a person's name, home address, email address, or phone number (“PII”). To the extent that PII, personal information, or any other data is collected by or on behalf of You or Your advertisers from end users that click on, or otherwise interact with an advertisement, You represent and warrant that all appropriate consents and waivers have been or will be obtained from such end-user.

(b) You must post on Your websites a privacy policy that: (i) complies with all applicable laws, rules and regulations, (ii) accurately discloses the data collection, use and disclosure practices applicable to such site, and (iii) discloses the use of one or more third parties for ad serving activities. You further agree that Your privacy polic(ies) will provide end-users with a conspicuous link to a functional opt-out page.

(c) Your Content may not include any data derived from end-user data pertaining to an end-user who has opted-out of having that data used for targeted advertising. You must use industry-standard security measures in connection with your obligations under these Display Terms, including industry-standard security measures for data transmission and storage.

(d) On each website where information is being collected by pixel, beacon or similar technology for retargeting purposes, such website shall display a privacy policy disclosing such practice and an opt-out link that complies with the provisions set forth above in this Section 1.3.

(e) Each party agrees to comply with the terms of its own posted privacy polic(ies).

2.0 Display Fees.

2.1

Marin Software measures, through its servers, the number of impressions and/or clicks and/or other indicators necessary for calculating the charges under these Display Terms, and such data shall be included in your invoices or billing remittances. The amount charged to You is a combination of Marin Software’s direct Ad Exchange cost and our service fee to act as your agent in publishing your content. As Marin Software act as an agent in purchasing advertising inventory through the Ad Exchanges, the direct Ad Exchange costs are not fixed in advance and are subject to fluctuation. Accordingly, Your fees are not determined until the completion of our services, at which point You are charged and the invoice amounts are binding. Through an online interface, You may access statistics or indicators upon which Your invoice amounts are derived on a daily basis. Any modifications You make in setting up, budget adjustment, launching, pausing or stopping a campaign are Your sole responsibility. Any charges or costs that are a result of changes made by You will be included in your regular bill and/or invoice from Marin Software. Marin Software will provide invoicing in accordance with the Agreement and the applicable Order Form.

4.0 Your Content License.

4.1

When You upload or otherwise submit Your Content to our Services, You give Marin Software a worldwide license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that Your Content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such Your Content. The rights You grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones.

5.0 Modifying and Terminating the Services.

5.1

Marin Software may add or remove functionalities or features, and Marin Software may suspend or stop a Display Services altogether. In the event of such suspension of Services, You can elect to stop using the Services anytime and it will be effective 7 days after You provide us with written notice or as indicated through our product. However, you will still be liable for ads that have been distributed after the date you provide us with the written notice but prior to the effective date.

6.0 Indemnification and Liability.

6.1

In addition to any indemnity obligations in the Agreement, because Ad Exchanges may require that we bind you to their terms and conditions (“Ad Exchange Term and Conditions”) to which Marin Software must bind itself in order to provide the Display Services to you, you hereby agree to defend, indemnify and hold harmless Marin Software and each Ad Exchange and its partners, agents, affiliates and licensors from any third party claim or liability arising out of or related to Your Content, ad trafficking decisions and targeting decisions, properties to which Your Content directs views (e.g. landing pages) and the redirect (e.g. URLs), services and products you advertise, or Your intentional breach of any Ad Exchange Terms and Conditions.

6.2

Marin Software relies on You to have all necessary rights to Your Content. Make sure You have the necessary rights to grant us this permission to use Your Content that You submit to the Display Services. You agree to defend, indemnify and hold harmless Marin Software, its subsidiaries and affiliates and respective directors, officers and employees, from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding based upon any claim that You do not have the necessary rights to Your Content.

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