Simpli.fi Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY BEFORE USING ANY OF THE SERVICES OFFERED BY SIMPLIFI HOLDINGS, INC. (“WE,” “US,” “OUR,” “SIMPLI.FI,” OR THE “COMPANY”). BY CLICKING “I ACCEPT,” OR SIGNING OUR INSERTION ORDER, YOU AGREE TO BECOME BOUND BY THE AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS UNLESS THE AGREEMENT, OR PORTIONS OF IT ARE OVER RIDDEN BY AN INSERTION ORDER. IF YOU REPRESENT A COMPANY, CLICKING “I ACCEPT” OR SIGNING OUR INSERTION ORDER SIGNIFIES THAT YOU ARE BINDING YOUR COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, CLICK “CANCEL” OR DO NOT SIGN OUR INSERTION ORDER AND YOU WILL NOT HAVE ANY RIGHT TO USE ANY SERVICES OFFERED BY THE COMPANY. OUR ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY COMPANY, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
- Advertising Terms: The following terms apply if you elect to use our advertising platform described on our site (the “Platform”) to serve online display Ads. You may set up “Campaigns” to serve your Ads by clicking in the appropriate boxes or buttons, uploading keywords, uploading creatives or tags, entering information into appropriate fields, and otherwise setting targeting and other parameters (the “Criteria”) for those Campaigns. We will serve or arrange to serve the Ads directly or through a code snippet (“Tag”) that serves the Ad from your server you provide and use industry best efforts to match your Criteria. We do not guarantee that Ads will meet any of the Criteria at a particular level. If you choose CPM pricing, you will be obligated to pay media, data and platform fees (“Advertising Fees”) only for Ads that we actually serve. If you choose CPC pricing, you will be obligated to pay for each click (“Advertising Fees”) on the Clicks that we actually generate. If another pricing method is available and chosen, you will pay the fees appropriate to that pricing method.You will need to create and maintain (and be responsible for activity in) an account to use the Platform. Except where they conflict with the Agreement, all Platform services will be governed by the IAB/AAAA Terms and Conditions v3.0 (“IAB Terms”) located at http://www.iab.net/tscs3. Capitalized terms in this Agreement that are the same as in the IAB Terms will have the same meaning; references to “Media Company” will mean us (as agent or Third Party Ad Server for the Media Company); you shall be the Agency or Advertiser, as applicable. All Campaigns entered into our Platform are considered Orders and all changes to your Orders are considered adjustments to Orders.
All materials, content and information you access through the Platform is our proprietary information, and you have no rights to use it except as set forth in this Agreement. You must not copy, distribute, reverse engineer, re-broadcast, hack, spoof, spam, use robots or spiders or scripts or otherwise interfere with any such materials.
Ads need to be provided in the format set forth on our site. You hereby grant to us and our licensees a royalty-free, worldwide license to use, reproduce, market, display, publish, perform, distribute and transmit the Ads as part of operating the Platform and fulfilling the Campaigns. We will not modify Ads without your permission except as needed to fulfill the Campaigns.
We reserve the right for any and no reason to reject Ads and / or you from using the Platform.
- Fees. If you are an Agency or Advertiser using our Platform to serve Ads, you will pay us the Advertising Fees related to each Campaign. If you are licensing data from the Properties to us, we will pay you the License Fees under your Data Licensing Agreement. Payments shall be made in U.S. dollars. You hereby authorize us to invoice your company, or charge the credit card or other method of payment selected and supplied by you when you sign up for the advertising services (“Payment Method”), and represent and warrant that you have the right to allow us to do so. We may require that an Advertiser complete and return a credit application (or if you are an Agency, the Advertiser you represent) prior to serving any Ads or fulfilling any Campaigns. We may also require that Advertiser’s pre-pay for advertising services prior to serving Ads or fulfilling Campaigns. We will charge you through the Payment Method monthly, and notify you of the charge and advertising activity through our electronic reporting system. If you both operate Properties and provide Ads, we will set off any License Fees owed to you from the monthly Advertising Fees; if there is a balance or if you owe no Advertising Fees, we will pay you quarterly any balance owed.
- Cancellation & Termination. You may cancel your campaign at any time with no penalty. Either party may terminate this Agreement at any time by emailing notice to the other party. Termination will become effective at the end of either the then-current billing period, or when all outstanding Campaigns have reached their respective stop dates. Either party may also terminate this Agreement immediately by emailing notice to the other if the other party breaches any part of this Agreement, unless such breach is cured within two (2) business days of such notice. Upon termination of this Agreement each party shall cease use of any of the other party’s names and brands, any content or materials provided hereunder (which shall be either promptly returned or destroyed). The terms of this Agreement that by their nature should survive termination shall so survive, along with any payments that accrue prior to such termination.
- WARRANTY DISCLAIMER. Each party represents and warrants that: (a) it has the authority to enter into this Agreement, grant the licenses, and perform the services herein; (b) it has secured all licenses and permissions necessary to provide such licenses; (c) licensed materials will not infringe, misappropriate, defame or violate any rights of third parties. If you are an Agency, you represent and warrant that you have the authority to represent the Advertisers for whom you supply Campaigns and/or IO’s, and that you will use your best efforts to collect all Advertising Fees from such Advertisers.EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE PARTIES OFFER NO WARRANTY OF ANY SORT HEREUNDER, AND HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, NON-INFRINGEMENT, OR ACHIEVEMENT OF ANY RESULTS.
- LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER ANY CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY THEORY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS. THE COMPANY’S MAXIMUM LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNTS PAID OR OWED HEREUNDER IN FEES.
- General. This is the entire agreement between the parties on the subject matter herein, and may not be modified without the prior written consent of both parties. This Agreement will be governed and interpreted in accordance with the laws of the State of Texas without reference to conflicts of laws principles.You agree that we may use your name and logo in presentations, marketing materials, customer lists, financial reports, and website listings of customers. We agree you may use our name and logo in presentations, marketing materials, customer lists, financial reports, and website listings of suppliers.
Neither party is responsible for its failure to perform in case of events beyond its reasonable control.
No failure of either party to enforce any of its rights under this Agreement will act as a waiver of such rights. Provisions of this Agreement held unenforceable under applicable law shall be excluded to the minimum extent required to conform to such law and the remainder of the Agreement will remain enforceable.
Neither party may assign this Agreement without the other’s consent except to an acquirer of all or substantially all of the assets, equity or business of the assigning party.
You acknowledge that we may use third parties to operate the services and fulfill our obligations hereunder.
You acknowledge that we will use our proprietary contextual engine to satisfy Editorial Adjacency Guidelines.
The parties are independent contractors, and nothing in this Agreement shall be deemed to create a joint venture or partnership.