BY USING OUR SERVICES OR SIGNING UP FOR A STREAMLYN ACCOUNT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS (“TERMS OF SERVICE”).
PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL OF THESE LICENSE TERMS BEFORE YOU START USING THE SOFTWARE, AS YOU WILL BE BOUND BY THESE TERMS UPON BEGINNING TO MAKE USE OF OUR SERVICES.
IF YOU DO NOT AGREE WITH ANY OF THESE LICENSE TERMS, YOU MUST IMMEDIATELY CEASE ACCESSING AND USING THE WEBSITE AND/OR THE SERVICES BEING PROVIDED UNDER THESE TERMS. YOUR ACCEPTANCE OF THESE TERMS OF SERVICE WILL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND SMARTCUE LLC IN RESPECT OF YOUR USE OF THE SOFTWARE, AND/OR SUBSCRIPTION OF AVAILABLE SERVICES.
As used in these Terms of Service, “we”, “us”, “our” and “Streamlyn” means Streamlyn Semisoft Private Limited, and “you” means any person (consumer, visitor, user, data subject) and the entity or business employing the Streamlyn User (if registering for or using a Streamlyn Service as a business) and any of its affiliates.
The services offered by Streamlyn under these Terms of Service include various products and services that enable you to monetize your digital properties’ online traffic, market your products or services and participation in Streamlyn’s online advertising network (the “Network”). Any such service or services offered by Streamlyn are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including the Privacy Policy, Cookie Policy and such other policies before you may sign up for a Streamlyn Account or use any Streamlyn Service (Streamlyn Policies). These Streamlyn Policies shall be read with the Master Service Agreement (MSA) or Insertion Order (IO) entered into with the Streamlyn.
NOW THEREFORE, in consideration of, and subject to, the representations, promises, mutual covenants, agreements, terms and conditions herein contained the mutual benefits to be derived therefrom and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows hereunder:
DEFINITIONS
“Ad” means any advertisement provided by Streamlyn on behalf of an Advertiser.
“Advertiser” means the advertiser for which Streamlyn is the agent under an applicable IO.
“Advertising Materials” means artwork, copy, or active URLs for Ads.
“Affiliate” of any entity means any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
“Agency” means the advertising agency listed on the applicable IO.
“Fraud” means to directly or indirectly generate queries, or impressions of or clicks on any Ad through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software.
“Fraudulent” means created by Fraud.
“IO” means a mutually agreed insertion order that incorporates these Terms, under which Streamlyn will deliver Ads on Sites for the benefit of Agency or Advertiser.
“Materials” means your Trademarks, copyright content, any products or services you sell through the Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Streamlyn. You are responsible for your Materials that you upload or provide in order to avail our services and the. If you violate the Terms of Service we may cancel your service access. If we need to reach you, we will communicate via the Registered Email Address.
“MSA” means a mutually agreed Master Service Agreement that incorporates these Terms, under which Streamlyn will deliver Ads on Sites for the benefit of Agency or Advertiser.
“Network Properties” means websites specified on an IO that are not owned, operated, or controlled by Streamlyn, but on which Streamlyn has a contractual right to serve Ads.
“Parties” means Streamlyn and the Publisher.
“Policy” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Streamlyn’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates.
“Publisher” means the website from which Streamlyn is buying traffic under an applicable IO.
“Registered Email Address” means the email address you provide to Streamlyn or as updated by you from time to time as the primary method for communication with you by Streamlyn.
“Representative” of an entity means any director, officer, employee, consultant, contractor, agent, and/or attorney of an entity and/or of its Affiliate(s).
“Site” or “Sites” means Streamlyn Properties and Network Properties.
“Streamlyn Properties” are websites specified on an IO that are owned, operated, or controlled by Streamlyn.
“Terms” or “Terms of Service” means these Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (Publishers), as they shall be amended from time to time.
“Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Streamlyn, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
“Third Party Ad Server” means a Third Party that will serve and/or track Ads.
AGREEMENT
These Terms together with the IO constitute an agreement between the Parties. It supersedes all prior proposals, agreements, or other communications between the Parties regarding such subject matter.
DURATION, CANCELLATION AND TERMINATION
Publisher will serve the campaign for the length of duration requested, regardless of the date on which the IO is signed or sent. Notwithstanding the aforesaid, either party may stop the campaign by giving 24 hours written notice to the other party.
Without Cause. Unless designated on the IO as non-cancellable, either party may cancel the IO, with 24 hour written notice.
For Cause. Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 (Ten) days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regards to specific breaches. Additionally, if Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to the Advertiser) and receives timely notice of each such breach, then even if Publisher cures such breaches, then Streamlyn may terminate the IO or placements associated with such breach immediately upon written notice.
In the event that any payment due to the Network from any specific advertiser and/or advertisement agency is delayed for any reason (“Delayed Amounts”), the Network shall make its best efforts to collect such amounts within 30 (Thirty) days of the date upon which the payment due to the Network from a specific advertiser and/or advertising agency was required to be made (the “Collection Period”), and shall deliver to Publisher the Monthly Payment within 5 (Five) business days as of the date of the collection of such Delayed Amounts.
Network may adjust payments to Publisher hereunder for refunds, chargebacks or credits provided to advertisers or ad-exchanges, agencies for their advertisements. If the refunds, chargebacks or credits are charged to network after the payments has been made to the publisher for the respective month where there is a chargeback, then the chargeback or refund amount will be adjusted from the publisher’s revenue for the next consecutive months. Example: If chargeback has appeared in the month of Jan and payments were already made by network to publisher for Jan, then the chargeback amount will be deducted from publishers Feb revenue and will be paid the net off amount.
Survival. On termination/cancellation, as the case may be, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Account Terms, Payment of Fees, Confidentiality, Intellectual Property and your Materials, Limitation of Liability and Indemnification, Third Party Services, Miscellaneous Provisions will survive the termination or expiration of these Terms of Service.
Discrepancies. Unless otherwise agreed on the IO by both parties, Publisher is responsible for following the campaign numbers and noticing if there are discrepancies. The publisher is entirely responsible and agrees to be paid in full per Streamlyn’s numbers.
- Streamlyn will serve Ads through an ad server, and payment shall be based on Streamlyn’s system count. Streamlyn will provide the Publisher with connection data (login, username, and/or password) to their ad server upon request.
- In case Streamlyn’s ad server records impressions served by the Publisher as an ad server URL (example – adnxs.com for AppNexus), then such impressions shall not count towards the number of impressions deemed delivered hereunder, and Streamlyn shall not be liable to pay for the same.
- If Streamlyn determines that the impressions ordered herein are served incorrectly by the Publisher, in terms of either tag or technical specification, then such impressions shall not count towards the number of impressions deemed delivered hereunder, and Streamlyn shall not be liable to pay for the same.
- Auto Refresh: If the Publisher uses any type of impression auto-refresh delivery system, the Parties shall discuss whether the use of such system negatively impacts on the commercial benefit for the Advertisers of Streamlyn and accordingly the Parties shall discuss in good faith and implement changes as necessary to the commercial terms hereof.
- Shifting: throughout the campaign, Streamlyn shall have the right to request shifting of ordered impressions not yet received by it to new placements of comparable value, subject to inventory and reasonable discretion.
- Click Fraud: Streamlyn shall not be obligated to make any payments arising from any Fraudulent impressions generated by any person, both through automated programs or similar Streamlyn shall be responsible for determining, in its sole and absolute discretion, what acts and/or omissions violate these Terms, which acts include activity that is deceptive and/or Fraudulent in nature.
STREAMLYN RIGHTS
The services have a range of features, modules, use cases and/or functionalities. Not all services or features will be available to you at all times and we are under no obligation to make any services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the services or any part thereof for any reason, without notice and at any time.
Streamlyn does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the services, including if we determine in our sole discretion that the goods or services that you offer through the services, or the Materials uploaded or posted to the services, violate our these Terms of Service or Streamlyn Policies.
Verbal or written abuse of any kind (including threats of abuse or retribution) of any our Representatives, will result in immediate termination of relationship between us.
We reserve the right to provide our services to your competitors and make no promise of exclusivity.
In the event of a dispute regarding any aspects of ownership, we reserve the right to request documentation to determine or confirm such ownership of Material by you. Documentation may include, but is not limited to, a scanned copy of your business license/registration, government issued photo ID, or confirmation of your status as an employee of an entity.
REPORTING
Streamlyn Reporting. Streamlyn will make reporting available with a log in to the used ad server, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by impressions, clicks, conversions, spend/cost, and other variables as may be defined in the IO. Once Streamlyn has provided the online or electronic report, it agrees that Publisher is entitled to reasonably rely on it, subject to the provision of Streamlyn’s invoice for such period.
PAYMENTS
Streamlyn will pay on Net terms as agreed in the IO. It is the Publisher’s responsibility to deliver invoices on time. Invoices will be approved only once numbers are validated by Streamlyn. For this matter, the following shall not be billable: (i) Impressions targeting countries not specified in the IO; and (ii) Impressions or clicks which have been generated by Fraud.
Notwithstanding any other remedy available to Streamlyn under this these Terms and Conditions, if Publisher fails to provide any of its deliverables under any applicable IO, Streamlyn shall be entitled to demand the immediate return of any sums prepaid under the budget stipulated in such IO.
You must keep a valid payment method on file with us to pay for all incurred and recurring fees. Streamlyn will charge applicable fees to any valid payment method that you authorize (“Authorized Payment Method”), and Streamlyn will continue to charge the Authorized Payment Method for applicable fees until the services are terminated, and any and all outstanding fees have been paid in full.
All fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services (including Goods and Service Tax under the Goods and Services Tax Act, 2017), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Streamlyn’s products and services. To the extent that Streamlyn charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Streamlyn of your exemption. If you are not charged Taxes by Streamlyn, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
For the avoidance of doubt, all sums payable by you to Streamlyn under these Terms of Service will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Streamlyn to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Streamlyn will be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges and additional charges that arise from or as a result of making use of our services.
DISPLAY SITES
The Sites on which the Streamlyn Advertiser’s creative will be displayed (“Display Sites”) cannot include any content that Streamlyn deems is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains (i) sexually explicit, pornographic or obscene content (whether in text or graphics), (ii) speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise), (iii) graphic violence, (iv) politically sensitive or controversial issues or (v) any unlawful behaviour or conduct. The Display Sites shall not be designed to appeal to minors. Further, Streamlyn is strongly committed to the protection of its end-users from all types of malicious, harmful or intrusive software and holds a zero-tolerance policy in such regard. The Display Sites cannot be designed to distribute or promote any spyware, adware, Trojan horses, viruses, worms, spy bots, key loggers or any other form of malware.
CONFIDENTIALITY
Obligation of Confidentiality. Each Party (hereinafter referred to as the “Receiving Party”) hereby acknowledge that in connection with this Terms that you shall gain access to Confidential Information of the other Party (hereinafter referred to as the “Disclosing Party”). As a condition to being furnished with Confidential Information, the Receiving Party agrees that during the Term and in perpetuity thereafter, to: (i) Not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations under this Terms of Service.; (ii) Not use any of the Disclosing Party’s Confidential Information, directly or indirectly, in any manner to the detriment of the Disclosing Party or to obtain any competitive benefit with respect to the Disclosing Party; and (iii) Maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to the exceptions provided hereinbelow, not disclose the Disclosing Party’s Confidential Information without the Disclosing Party’s prior written consent, provided that the Receiving Party may disclose the Confidential Information to its representatives who: (a) have a “need to know” for purposes of the Receiving Party’s performance, or exercise of its rights with respect to such Confidential Information, under this Terms of Service; (b) have been apprised of this restriction; and (iii) are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this clause, and provided, further, that the Receiving Party shall be responsible for ensuring its Representatives’ compliance with, and shall be liable for any breach by its Representatives.
Exceptions. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall: (i) Provide prompt written notice to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or waive its rights under this clause, and (ii) Disclose only the portion of Confidential Information that it is legally required to furnish.
“Confidential Information” shall mean and include any and all confidential or proprietary information and materials, as well as all trade secrets, belonging to any Party or its Affiliates who may have furnished such information to the other Party(ies) with expectations of confidentiality to the extent the receiving Party(ies) know or reasonably should know of such expectations, and includes without limitation and regardless of whether such information or materials are expressly identified as confidential or proprietary, whether or not stored in any medium: (i) technical information, including but not limited to computer programs, software, databases, methods, know-how, formulae, technological data, technological prototypes, processes, discoveries, machines, inventions, and similar items; (ii) business information and materials, including but not limited to financial information, business plans, business proposals, customer contract terms and conditions, pricing and bidding methodologies and data, sales data, customer lists etc., and similar items; (iii) information relating to future plans, research, pending projects and proposals, proprietary production processes and similar items; and (iv) any valuable, information and material and/or trade secrets that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.
INTELLECTUAL PROPERTY RIGHTS & OWNERSHIP
Ownership. Streamlyn is and shall be the sole and exclusive owner of all right, title, and interest in and to all Intellectual Property, including all Intellectual Property Rights therein and for purposes of clarity the Software and the Source Code, in perpetuity. In furtherance of the foregoing, the Parties hereby agree that you shall have the right to avail the Services, in the manner determined appropriate, with or without the involvement of Streamlyn during the term of this Terms of Services, subject to the termination of this Terms for such reasons mentioned hereunder.
Further Actions. You shall, and shall cause its personnel and subcontractors to, take all appropriate action, and execute and deliver all documents (if any), necessary or reasonably requested by Streamlyn to effectuate any of the provisions of this Terms or otherwise as may be necessary or useful for Streamlyn to prosecute, register, perfect, record or enforce its rights in or to any Intellectual Property Right therein.
Background Technology. Streamlyn is and shall remain the sole and exclusive owner of all right, title, and interest in and to the Background Technology, including all Intellectual Property Rights therein.
Third-Party Materials. Ownership of all Third-Party Materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to any express licenses or sublicenses granted to You in accordance with this Terms.
Open-Source Components. Ownership of all Open-Source Components, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to your rights under the applicable Open-Source Licenses.
Source Code. The source code from which the Software object code is derived (hereinafter referred to as the “Source Code”) shall not be provided you and is hereby construed and considered as a trade secret of Streamlyn, wherein access to the same is hereby not authorized in any form.
Reverse Engineering. You shall reverse engineer, decompile, disassemble or otherwise attempt to discover the Source Code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, and if it is essential to do so in order to achieve operability of the Software with another software program, you shall get prior approval from Streamlyn for the provision of the information necessary to achieve such operability. Streamlyn has the right to impose reasonable conditions and to request a reasonable fee (as determined in its sole opinion) before providing any such information. Any information supplied by Streamlyn, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any Third Party or used to create any other software which is substantially similar to the expression of the Software and such information shall form part of the Confidential Information of Streamlyn.
Trademarks. You agree that you may not use any trademarks, logos, or service marks of Streamlyn mark (“Streamlyn Trademarks”) unless you are authorized to do so by Streamlyn in writing. You agree not to use or adopt any marks that may be considered confusing with the Streamlyn Trademarks. You agree that any variations or misspellings of the Streamlyn Trademarks would be considered confusing with the Streamlyn Trademarks. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Streamlyn or Streamlyn Trademarks or that use or include any terms that may be confusing with the Streamlyn Trademarks.
Your Materials. Streamlyn does not claim ownership of the Materials you provide to Streamlyn. However, Streamlyn does require a license to those Materials, and therefore, you hereby grant Streamlyn a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. Streamlyn may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Streamlyn and agree that this waiver may be invoked by anyone who obtains rights in the materials through Streamlyn, including anyone to whom Streamlyn may transfer or grant (including by way of license or sublicense) any rights in the Materials. If you owned the Materials before providing them to Streamlyn then, despite uploading them to your Streamlyn they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You grant Streamlyn a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with you (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Streamlyn requires the license to exercise any rights or perform any obligations that arose during the Term.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Indemnification. You shall defend, indemnify and hold harmless Streamlyn and its affiliates, and each of their respective officers, directors, employees, agents, successors and assigns (each, hereinafter referred to as a “Indemnified”) from and against all any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers that are incurred by a Indemnified (hereinafter referred to as “Losses”) arising out of or resulting from any Third-Party claim, demand, suit, action or proceeding, whether civil, criminal, administrative or investigatory in nature (each, hereinafter referred to as an “Action”) that arises out of or results from: (i) your breach of any representation, warranty, covenant, or obligation under this Terms of Service, and/or (ii) any action or failure to take a required action or more culpable act or omission (including recklessness or wilful misconduct) in connection with the performance or activity required by or conducted in connection with this Terms of Services by you in connection with the performance and execution of this Terms.
Limitation of Liabilities. Neither Streamlyn nor any other party involved in creating, producing, or delivering the Services will be liable for any direct, indirect, incidental, special, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage, system failure, or the cost of substitute services arising out of or in connection with these Terms of Service or from the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not Streamlyn has been informed of the possibility of such damage. Further, in no event will Streamlyn’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services exceed a total of amounts you have paid to Streamlyn in the preceding 3 (Three) months for the Services. Each provision of these Terms of Services that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is to allocate the risks of these Terms of Service between the Parties. This allocation is reflected in the pricing offered by Streamlyn to you and is an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and independent of all other provisions of these Terms of Service. The limitations in this clause will apply to the maximum extent not prohibited by law and notwithstanding the failure of essential purpose of any limited remedy in these Terms of Service.
Warranties. Streamlyn does not warrant that the Services will be uninterrupted, timely, secure, or error-free. Other than the warranties expressly set forth in this Terms of Service, there are no other warranties or guarantees with respect to the Services, and all other warranties or guarantees, whether express or implied, statutory, or common law, of any kind, type or nature including are hereby disclaimed. To the maximum extent permitted by Applicable Law, Streamlyn shall have no liability whatsoever to any Third Parties related or not to you as under this Terms of Service. Streamlyn does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable. Streamlyn is not responsible for any of your tax obligations or liabilities related to the use of Streamlyn’s Services. Streamlyn does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach. Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
Streamlyn may from time to time provide you with access to, or enable Third Party software, applications (“Apps”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable Third Party services provider. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Parties.
Any use by you of Third Party Services offered through the Services or Streamlyn’s website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Streamlyn may receive a revenue share from Third Parties that Streamlyn recommends to you or that you otherwise engage through your use of the Services or Streamlyn’s website.
Streamlyn does not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that Streamlyn has no control over Third Party Services and will not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on Streamlyn’s websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Streamlyn. Streamlyn does not guarantee the availability of Third Party Services and you acknowledge that Streamlyn may disable access to any Third Party Services at any time in its sole discretion and without notice to you. Streamlyn is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. Streamlyn strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you should charge to your customers.
If you install or enable a Third Party Service for use with the Services, you grant us permission to allow the applicable Third Parties to access your data and other Materials and to take any other actions as required for the interoperation of the Third Party Service with the Services, and any exchange of data or other Materials or other interaction between you and the Third Parties is solely between you and such Third Parties. Streamlyn is not responsible for any disclosure, modification or deletion of your data or other Materials, or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Third Parties to your data or other Materials. You further agree that Streamlyn may share your contact details and the background information that you submit to these Third Parties in furtherance of the services to be availed..
The relationship between you and any Third Parties is strictly between you and such Third Parties, and Streamlyn is not obligated to intervene in any dispute arising between you and a Third Parties.
Under no circumstances will Streamlyn be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Parties, including any Expert. These limitations will apply even if Streamlyn has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Streamlyn partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Parties.
MISCELLANEOUS
Privacy and Cookie Policies. Streamlyn’s Privacy Policy (http://streamlyn.com/privacy-policy) and website Cookie Policy(http://streamlyn.com/cookie-policy) governs the manner in which Streamlyn shall collect, use, and disclose information and by using the Service, you acknowledge and agree that Streamlyn’s collection, usage and disclosure of this personal information. Additionally, if: (a) you are established in the European Economic Area (EEA); (b) you provide goods or services to customers in the EEA; or (c) you are otherwise subject to the requirements of the EU General Data Protection Regulation, Streamlyn’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.
Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Terms, for any failure or delay in fulfilling or performing any term of this Terms, when and to the extent such failure or delay is caused by: (a) acts of God; (b) flood, fire or explosion; (c) war, terrorism, invasion, riot or other civil unrest; (d) embargoes or blockades in effect on or after the date of this Terms; (e) national or regional emergency; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) pandemic or epidemic (each of the foregoing, a “Force Majeure”), in each case, provided that (i) such event is outside the reasonable control of the affected Party; (ii) the affected Party provides prompt notice to the other Party, stating the period of time the occurrence is expected to continue; and (iii) the affected Party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event. Either Party may terminate this Terms if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of 30 (Thirty) days or more.
Further Assurances. Upon a Party’s reasonable request, the other Party shall, at such other Party’s sole cost and expense, promptly execute all such further documents and instruments, and take all such further actions, necessary to give full effect to this Terms.
Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties as follows (or as otherwise specified by a Party in a notice given in accordance with this clause) shall be as per the details provided under this Terms and/or the information provided by you (during the registration process). Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next business day, if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
Entire Terms. This Terms of Service, addendums, and all other Streamlyn Policies, and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties to this Terms with respect to the subject matter of this Terms and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Terms, the Schedules, Exhibits and any other document, the following order of precedence governs: (a) first, this Terms, excluding its Exhibits and Schedules; (b) second, the Exhibits and Schedules to this Terms as of the Effective Date; and (d) third, any other documents incorporated herein by reference.
Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of its obligations or performance, under this Terms, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Streamlyn’s prior written consent. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Streamlyn (regardless of whether Streamlyn is a surviving or absorbed entity) shall not be deemed to be a transfer of rights, obligations, or performance under this Terms of Service. No delegation or other transfer will relieve you of any of your obligations or performance under this Terms of Service. Any purported assignment, delegation, or transfer in violation of this clause is void. This Terms of Service is binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.
No Third-Party Beneficiaries. This Terms is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Terms.
Amendment, Modification & Waiver. Streamlyn may modify the Terms of Service at any time, at its sole discretion. If done so, Streamlyn shall let you know either by posting the modified Terms of Service on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms of Service. Streamlyn may also change or discontinue all or any part of the Services, at any time and without notice, at its sole discretion. Streamlyn will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Registered Email Address, providing notice through the Streamlyn administrative console, or by similar means. Streamlyn may change the Fees for the Services from time-to-time. We will provide you with 30 (Thirty) days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Streamlyn administrative console, or by similar means. Streamlyn will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof). No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Terms of Service, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any term or provision of this Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Terms or invalidate or render unenforceable, such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify these Terms so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Governing Law. These Terms and the relationship between the Parties hereto shall be governed exclusively by and construed and enforced exclusively and interpreted in accordance with the laws of India, without giving effect to the principles of conflicts of law thereof. The courts of Bengaluru, India, shall have exclusive jurisdiction in relation to all matters arising out of these Terms.
Mutual Discussions. The Parties agree to use all reasonable efforts to resolve any dispute under or in relation to this Terms quickly and amicably to achieve timely and full performance of the terms.
Arbitration. Subject to the clause hereinabove, all disputes or disagreements of any kind whatsoever concerning, arising out of or in relation to this Terms, its interpretation, performance, or enforcement, or any of the transactions or matters set out within the Terms (“Dispute”) shall be fully and finally resolved by an Arbitrator to be appointed within 10 (Ten) calendar days from the date of the Dispute arising. Both Parties to the Dispute (that is the Party instituting the arbitration proceeding and the respondent Party) shall jointly appoint 1 (One) Arbitrator upon mutual consideration. The Arbitrator shall conduct himself/herself as neutral arbitrator. The arbitration proceedings shall be administered accordance with the Applicable Law(s), and the seat of arbitration shall be Bengaluru, India. The arbitration proceedings shall be conducted in the English language. The Parties to the Dispute shall equally share the costs of the arbitrator’s fees but shall bear the costs of their own legal counsel engaged for the purposes of the arbitration. The arbitrator will have jurisdiction to decide all Disputes among the Parties, including without limitation, questions of arbitrability and are empowered to grant injunctive and emergency relief. The Arbitrator shall make an award in writing at the earliest, which shall be final and conclusive and binding upon the Parties and non-appealable to the extent permitted by Applicable Law(s). The Parties further agree that the Arbitrator shall also have the power to decide on the costs and reasonable expenses (including reasonable fees of counsel) incurred in the arbitration and award interest up to the date of the payment of the award.
Feedback; Use Rights. Streamlyn welcomes feedback, comments, and suggestions (“Feedback”). As Streamlyn needs to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, the Streamlyn will have the right to collect and analyse data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Streamlyn will be free to use such data and information to maintain, improve, and enhance Streamlyn’s products and services.
Beta Features. Features clearly identified as Alpha or Beta features (collectively “Early Access Features”) made available by Streamlyn are provided to you for testing purposes only, and Streamlyn does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. Streamlyn may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Early Access Features are provided “AS IS” without warranty of any kind and without any performance obligations. Early Access Features are not part of the Services, and Early Access Features may be subject to additional terms and conditions, which Streamlyn will provide to you prior to your use of the Early Access Features. Streamlyn may discontinue the Early Access Features at any time in its sole discretion. Streamlyn will have no liability for any harm or damage arising out of or in connection with a Early Access Features. The Early Access Features may not work in the same way as a final version. Streamlyn may change or not release a final or commercial version of a Early Access Features in our sole discretion.
Notice and Takedown Procedure. Streamlyn supports the protection of intellectual property and asks Streamlyn merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a notice to Streamlyn’s designated agent using our form. Upon receiving a notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint.
EU Specific Terms (applicable just for the EEA/EU region)
Streamlyn is an inventory monetization company that uses different platforms for inventory monetization, and Streamlyn does not drop cookies/store or collect any kind of data at our end. However, our partners (GDPR compliant SSP platforms) perform data collection from publishers in order to serve ads. In case of any query please refer to Streamlyn Policies: (streamlyn.com/privacy-policy, streamlyn.com/cookie-policy). We follow IAB guidelines and applicable laws and frameworks to maintain user privacy.
Publisher agrees that it is responsible for ensuring that all data subjects/users are appropriately notified about the data collection practices as per the IAB guidelines. Publisher represents and warrants that it shall, at all times maintain and make operational on its properties a mechanism for obtaining and recording such consent and that enables such consent to be withdrawn, in accordance with applicable Privacy Requirements, prior to and within the Agreement period. The Publisher shall have sole responsibility for the accuracy, quality and legality of the subject data and the means by which the publisher acquired the data.
If Publisher is unable to comply with its consent and notice obligations under the Agreement in respect of the Data, Publisher shall promptly notify Streamlyn.
Each party shall promptly inform the other if it receives any correspondence or inquiry directly from a data subject (user) in relation to the data. Where user has a concern that the other party has not complied data considering his choice of data privacy, the parties agree to exchange information to ascertain the cause of such non-compliance and take reasonable steps to remediate.