Updated March 26, 2018
1. Use of Service
1.1 Grant. MediaAlpha grants you a non-exclusive, non-transferable, non-sublicensable right to use the Service as described in these Terms, subject to all policies, limitations and requirements in effect from time to time. These Terms apply to your use of the Service for yourself and on behalf of any of your employer or clients. By accepting the Terms, you represent and warrant that you have the requisite authority to bind your employer or clients, as applicable.
1.2 Limits. The Service and any necessary software used in connection with the Service contain proprietary and confidential information that is protected by intellectual property laws in applicable jurisdictions. You acknowledge and agree that information and materials presented through the Service are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by us, you agree not to reproduce, distribute, modify, prepare derivative works of, translate, reverse engineer, reverse compile or disassemble the Service, in whole or in part. MediaAlpha owns all right, title and interest in and to the Service, including future developments and enhancements. Aside from the license granted immediately above, MediaAlpha does not grant you any other license, express or implied. MediaAlpha reserves all rights not expressly granted hereunder, including the right to continually evolve the Service and all related technologies.
1.3 Technical Specifications. All advertisements and inventory will meet the technical and other specifications that we make available from time to time.
1.4 Passwords. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account or password. If you believe your account has been compromised, you should contact us immediately to disable your account.
2. Use of Data
2.2 Monitoring. We reserve the right to monitor your use of the Service for violations of this agreement and any other behavior that we consider harmful. We will investigate activity related to your use of the Service using any means legally available and, where appropriate, may provide information about your use of the Service to law enforcement authorities and other third parties.
3. Compensation and Fees
All fees payable by advertisers hereunder will be (a) specified within the Service, (b) documented in written insertion orders with MediaAlpha, (c) for advertisers and publishers using the buyer exchange features of the Service, agreed directly between such advertisers and publishers, or (d) a combination of the foregoing. All fees payable to advertisers hereunder will (a) specified within the Service, (b) documented in agreements with MediaAlpha, (c) for advertisers and publishers using the seller exchange features of the Service, agreed directly between such advertisers and publishers, or (d) a combination of the foregoing. If you use the Service as an advertiser and as a publisher, we reserve the right to offset your publisher payments against any fees owed by you as an advertiser.
5. Suspension; Termination; Modification, Regulating Traffic
We may suspend your use of the Service or terminate your account at any time and for any reason or no reason. We may also modify any aspect of the Service at any time without notice to you. You may cease to use the Service at any time without notice to us and you may terminate your account at any time by notifying us. We reserve the right to regulate your use of the Services at any time and without notice, for any reason or no reason, in our sole discretion.
The Service is provided "as is". MediaAlpha makes no representations or warranties that the Service will be suitable for your needs, is complete, timely, reliable, or free from errors, inaccuracies or typographical mistakes. Furthermore, we make no representations or warranties regarding the amount of inventory, advertisements, fees or placements that the Service will generate, or the results or monetization of any such advertisements or placements. MediaAlpha disclaims all warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or non-infringement of the rights of others. We do not warrant that the Service will be free of errors, viruses, or other destructive or harmful code.
7. Limitation of Liability
IN NO EVENT SHALL MEDIAALPHA OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE "PROTECTED ENTITIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE AND THE SERVICES OFFERED HEREBY, OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100.00) AND (B) THE NET AMOUNT YOU ACTUALLY PAID TO MEDIAALPHA IN THE THREE MONTHS PRECEDING THE CLAIM. THE ABOVE LIMITATION MAY NOT APPLY IN ALL JURISDICTIONS OR TO ALL USERS. IF YOU ARE NOT IN AGREEMENT WITH THE FOREGOING, YOUR SOLE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USE OF THE SITE.
You will indemnify, defend and hold harmless MediaAlpha and its directors, officers, employees, other customers and agents and its and their respective successors, heirs and assigns (the “MediaAlpha Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and costs) incurred by the MediaAlpha Parties in connection with any third-party claim, suit, action, demand or judgment arising out of or relating to your use of the Services, including but not limited to allegations that any advertisement, website or other material you provide violates any applicable law or infringes any third party right, including but not limited to intellectual property rights. You will not enter into any settlement or compromise that would result in any liability to any MediaAlpha Party without MediaAlpha’s prior written consent.
We may disclose Confidential Information to you. “Confidential Information” means any and all non-public information relating to the Service or disclosed in the course of the agreement. You will use the same care to protect Confidential Information as you use for your own similar information but in no event less than reasonable care. You will use Confidential Information only for the purpose of using the Service as permitted by this agreement. You will promptly return, provide a copy of, or destroy the Confidential Information upon request. “Confidential Information” does not include any information that (a) was already in the public domain; (b) becomes part of the public domain through no fault of yours; (c) was already in your possession; or (d) was independently developed without violation of this Section. If you are required to disclose Confidential Information under judicial or governmental order, you will promptly notify us in order to allow us to seek confidential treatment. If we are unable to obtain a protective order, then you will only disclose such Confidential Information that, in the opinion of legal counsel, is legally required.
10.1 Publicity. Neither party will make any public statement relating to these Terms or the business relationship between you and MediaAlpha, without the prior written approval of the other, provided that we may include your name and logo on our marketing and promotional materials and customer lists.
10.2 Entire Agreement. This is the entire agreement of the parties and it supersedes any other written or oral information or representations on this subject matter. You cannot assign your account without our written consent. We may assign or delegate our rights and obligations in whole or in part without your consent. If any provision of this agreement is unenforceable, the validity of the remaining provisions will not be affected. Sections 1, 2 and 6-10 will survive termination of your use of the Service and/or your account.
10.3 Governing Law; Jurisdiction. The Service and these Terms are governed by the laws of the State of California without giving effect to any principles of conflict of laws. If any provision of these Terms shall be held to be invalid, illegal or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby. Any dispute arising from your use of the Service shall be brought exclusively in the appropriate state or federal courts of the State of California. Persons who choose to access this Service from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
10.4 Notices. Notices must be in writing and will be deemed given when (a) delivered personally, (b) sent by email, if to us to firstname.lastname@example.org, and if to you to the specified representative at the email address set forth in your account.
10.5 Force Majeure. Neither party will be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.